SERVICE AGREEMENT

Please read this agreement carefully. It is a contract between You and Foreside (collectively the “Company”) that governs Your use of this website, or other Company services or software that directly display or link to this agreement (the "Services"). By using or accessing the Services, You confirm that You agree to these terms.

YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, BY USING THE SITE, DATA AND/OR SERVICES OR YOUR ACCOUNT (“SERVICES”) YOU ARE AGREEING TO BE BOUND BY THIS SERVICE AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, DATA OR SERVICES. IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT EITHER 1) YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF SERVICE, OR 2) YOU HAVE BEEN DULY AUTHORIZED BY THE BUSINESS TO USE THE SERVICES AND YOU AGREE WITH THE TERMS HEREIN; YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU ” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS.

1. What this Contract Covers.
This is a contract between You and the Company for use of a service that the Company
supplies. This Service Agreement governs Your acquisition and use of the service.

2. Use of the Services.
When using the Services, You must comply with this contract and with all applicable laws.

Only You may use Your service account. You must keep Your accounts and passwords confidential and not authorize any third party to access or use the service on Your behalf, unless the Company provides an approved mechanism for that. You must contact us right away if You suspect misuse of Your accounts or any security breach in the service.

Use of this Service may initiate email notifications on your behalf to us and your colleagues. You may also receive automatic email notifications from the Service.

3.Your Responsibilities.
You shall (a) be responsible for Your compliance with this Agreement; (b) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use; (d) use the Services only in accordance with this Agreement and applicable laws and government regulations; and (e) be responsible for all information, materials, images, messages, notes, text, blogs, and other Data uploaded, published or displayed on the Service or transmitted and shared to other users ("Data").

You shall not (a) make the Services available to anyone other than Users; (b) sell, offer to sell, resell, rent or lease the Services, or sublicense Your rights to any third party; (c)modify, alter, translate, copy, reproduce, create derivative works from, reverse-engineer, seek to discover the source code, attempt to decipher, decompile, disassemble or reverse engineer any component of the Services, including its software; (d) circumvent or disable
any technological features or security measures; (e) use the Services to store or transmit
infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) use the Services to store, introduce into or transmit Malicious Code or other executable software; (g) engage in spamming, mail-bombing, spoofing, phishing or any other fraudulent, illegal or other use not expressly authorized by this Agreement; (h) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (i) harvest , collect, obtain or use email addresses or other contact information of other users from the Services by electronic or other means; (j) attempt to gain unauthorized access to the Services or their related systems or networks; (k) use or attempt to use another user's account, service or system without authorization from the Company, or create a false identity on the Service; (l) upload, post, transmit, share, store or otherwise make publicly available on the Service any private information of any third party or any Data which You do not have sufficient rights in; (m) impersonate any person or entity, or falsely state or otherwise misrepresent Yourself, Your age, or Your affiliation with any person or entity; (n) intimidate or harass another user; or (o) use automated scripts to collect information from or otherwise interact with the Service. Engaging in any of the aforementioned activities may, in the Company's sole discretion, result in immediate termination or suspension of Your access to the Service without notice of any kind, as well as further legal action.

4.The Company’s Responsibilities.
The Company shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. The Company shall not (a) modify Your Data without your consent, except as specified in this Agreement; (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You; or (c) access Your data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

5.The Data.
Except for material that the Company licenses to You, the Company does not claim ownership of the Data You provide on the service. The Company does not control, verify, or endorse the Data that You and others make available on the service. You understand that the Company may need, and You hereby grant the right, to use, modify, adapt, reproduce, distribute, and display Data posted on the service solely to the extent necessary to provide the service.

No data transmission over the internet can be 100% secure, so the Company cannot ensure or warrant the security of any information you submit to us on this Website. However, the Company seeks to protect your personal information when you transact business on our Website by requiring the use of a browser software program that supports industry standard SSL encryption with 128-bit key lengths. The "128-bit" designation refers to the length of the key used to encrypt the data being transmitted, with a longer key representing a higher level of security.

Subject to the limited rights granted by You hereunder, The Company acquires no right, title or interest from You or Your licensors under this Agreement in or to Your data, including any intellectual property rights therein.

The Company is under no obligation to monitor, supervise or oversee the nature, quality, or accuracy of any Data stored on the Service and shall assume no responsibility for any such Data. the Company may, at its sole discretion, review the Data at any time and delete or remove (without notice) any Data that the Company reasonably believes is offensive or illegal, violates this Agreement or the rights of any third party, or otherwise might reasonable be considered to harm or threaten the safety of others.

You are solely responsible at Your sole cost and expense for creating backup copies and replacing any Data You post or store on the Service. When You post Data to the Service, You authorize and direct the Company to make copies as it deems necessary to facilitate posting and storage of the Data on the Service .

By posting Data to the Service, You automatically grant (and You represent and warrant that You have the right to grant) the Company an irrevocable, non-exclusive, sub licensable, transferable, royalty-free, fully paid, worldwide license to use, copy, reformat, translate, excerpt (in whole or in part) and distribute such Data for any purpose in connection with the Service, to prepare derivative works of, or incorporate into other works, such Data. The Data shall not be disclosed by the Company to any person other than as required by law, to comply with regulatory requirements or in connection with the Service provided by the Company.

If Your service is suspended or cancelled, the Company may permanently delete Your data from our servers. The Company has no obligation to return data to You after the service is suspended or cancelled. If data is stored with an expiration date, the Company may also delete data as of that date. Data can remain in secure archives for a period of time, however the Company reserves the right to delete Data at its discretion. Data that is deleted may be irretrievable.

You may remove Your Data from the Service at any time. In such case, the license granted above will automatically expire; however, You acknowledge that the Company may retain archived copies, including backups of Your Data.

6.Own Risk.
Your access to and use of the Services is at Your own risk. The Company will have no responsibility for any harm to Your computer systems, loss or corruption of data, or other harm that results from Your access to or use of the Services.

7.Limitation of Liability.
IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, DATA AND/ OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE, DATA, OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE COMPANY WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY DATA UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES AND/OR THE DATA, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.

8.Indemnity.
You agree to defend, indemnify, and hold the Company, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your access to or use of the Services; (b) Your violation of this Agreement; (c) Your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (d) any claim that Your data, or Your use of Data, caused damage to a third party, including without limitation claims that Your Data, or use of Data, infringe the rights of another.

9.No Warranty.
The Company provides the Services "as is," "with all faults," and "as available." The Company does not guarantee the accuracy or timeliness of information available from the service. You acknowledge that computer systems are not fault-free and occasional periods of downtime occur. The Company does not guarantee the Services will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. The Company and our affiliates, resellers, distributors, and vendors give no express warranties, guarantees, or conditions. The Company excludes any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and noninfringement. You may have certain rights under Your local law. Nothing in this contract is intended to affect those rights, if they are applicable.

10.Assignment and Transfer.
The Company may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this
contract or transfer any rights to use the service.

11.No Third Party Beneficiaries.
This contract is solely for Your and our benefit. It is not for the benefit of any other person, except for permitted successors.

12.Modification.
The Company retains the right to update this Service Agreement and any terms of service, at the sole discretion of the Company. The Company will notify You in advance of any updates or modifications, and You will have the opportunity to accept or decline the new terms.

13.Governing Law and Jurisdiction.
Each party agrees that this contract is governed by the laws of the State of Florida and agrees that venue is proper in Palm Beach County, Florida.

14.Waiver of Jury Trial.
Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or relating to this Agreement.

15.Waiver.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

16.Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

17.Entire Agreement.
This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.