InterField Customer Agreement

Effective starting: October 9, 2015

This InterField Customer Agreement (the "Agreement") is between the California corporation InterField Inc. ("InterField") and the individual or organization agreeing to these terms ("Customer"). If you are agreeing to this Agreement not as an individual but on behalf of your company, then "Customer" or "you" means your company, and you are binding your company to this Agreement.

By clicking on the "I agree" (or similar button) that is presented to you when making a transaction, or by using or accessing InterField products, you indicate your assent to be bound by this Agreement. If an individual is entering into this Agreement on behalf of an organization, the organization is considered to be the Customer and by clicking on "I Agree", the individual warrants that they have the power and authority to agree to the terms on behalf of the organization.

Scope of the Agreement

This Agreement governs your initial purchase or use as well as any future purchases made by you that reference this Agreement. This Agreement includes any Orders, and any other referenced policies and attachments.

InterField Platform

The InterField Platform includes Mobile, Desktop, and Cloud-based software products and solutions for gathering, organizing, analyzing, and producing data and information. Mobile, Desktop, Cloud, together with related Documentation are collectively referred to as the "Platform" or "Platform Services." This Agreement governs the Platform Services and any related support or maintenance services provided by InterField. The Platform and its permitted use are further described in InterField's standard documentation ("Documentation").

Account creation

You may need to create an account in order to access or use any Platform Services. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

Orders

InterField's ordering documentation or purchase flow ("Order") will specify your authorized scope of use for the Services, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity (for Cloud Services), (c) numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units (as applicable, the "Scope of Use"). The term "Order" also includes any applicable Platform Service or Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use.

Authorized Users

Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Platform Service ("Authorized Users") may access and use the Platform Services. Some Platform Services may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be you or your Affiliates' employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may increase the number of Authorized Users permitted to access your instance of the Platform Service by placing a new Order or, in some cases, directly through the Platform. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users. All use of Platform Services by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. "Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

Software License Rights

Subject to the terms and conditions of this Agreement, InterField grants you a non-exclusive, non-sublicenseable and non-transferable license to install and use the Software during the applicable License Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation. The term of each Software license ("License Term") will be specified in your Order. Your License Term will end upon any termination of this Agreement, even if it is identified as "perpetual" or if no expiration date is specified in your Order. If the Software requires a license key in order to operate it will be delivered as described in Delivery below.

Number of Instances

Unless otherwise specified in your Order, for each Software license that you purchase, you may install one production instance of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement). Instances you install may only be used by Authorized Users, and it is your obligation to ensure they are not used otherwise.

Third Party Code

The Software includes code and libraries licensed to us by third parties, including open source software. See Third Party Code in InterField Platform Services for additional provisions regarding our use of third party code.

Access to Cloud Services

Subject to the terms and conditions of this Agreement, InterField grants you a non-exclusive right to access and use the Cloud Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If InterField offers client software (e.g., a desktop or mobile application) for any Cloud Service, you may use such software solely with the Cloud Service, subject to the terms and conditions of this Agreement. You acknowledge that our Cloud Services are on-line, subscription-based products and that we may make changes to the Cloud Services from time to time.

Subscription Terms and Renewals

Cloud Services are provided on a subscription basis for a set term specified in your Order ("Subscription Term"). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account for the Platform Service. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

Credentials

You must ensure that all Authorized Users keep their user IDs and passwords for the Cloud Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify InterField of any unauthorized use of which you become aware.

Content

"Content" means any data, content, code, video, images, templates, schemas or other materials of any type that you upload, submit or otherwise transmit to or through Platform Services. You will retain all right, title and interest in and to Your Data in the form provided to InterField. Subject to the terms of this Agreement, you hereby grant to InterField a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Platform Service to you and (b) for Platform Services that enable you to share Content or interact with other people, to distribute and publicly perform and display Content as you (or your Authorized Users) direct or enable through a Platform Service. InterField may also access your account or instance in order to respond to your support requests.

Security

InterField implements security procedures to help protect your Content Data from security attacks. However, you understand that use of the Platform Services may involve transmission of your Content over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Content lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

Storage Limits

There may be storage limits associated with a particular Platform Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Platform Service. InterField reserves the right to charge for additional storage or overage fees at the rates specified on our website. We may impose new, or may modify existing, storage limits for the Platform Services at any time in our discretion, with or without notice to you.

Responsibility for Your Data

You must ensure that your use of Platform Services and all your Content is at all times compliant with our Acceptable Use Policy and all applicable local, state, federal and international laws and regulations ("Laws"). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Content to InterField and to grant the rights granted to InterField in this Agreement and (ii) your Content and its transfer to and use by InterField as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. InterField assumes no responsibility or liability for your Content, and you shall be solely responsible for your Content and the consequences of using, disclosing, storing, or transmitting it.

Indemnity for Your Content

You will defend, indemnify and hold harmless InterField from and against any loss, cost, liability or damage, including attorneys' fees, for which InterField becomes liable arising from or relating to any claim relating to your Content, including but not limited to any claim brought by a third party alleging that your Content, or your use of the Platform Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of InterField at your expense.

Removals and Suspension

InterField has no obligation to monitor any content uploaded to the Platform Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive reporting Copyright and Trademark Violations, we may (1) remove your Content from the Platform Services or (2) suspend your access to the Platform Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Platform Service or other users or people, we may suspend your access immediately without notice. You will continue to be charged for the Platform Service during any suspension period. We have no liability to you for removing or deleting your Content from or suspending your access to any Platform Services as described in this section.

Deletion at End of Subscription Term

We may remove or delete your Content within a reasonable period of time after the termination of your Subscription Term.

Service-Specific Terms

Some of our Platform Services may be subject to additional terms specific to that service as set forth in Service-Specific Terms.

Support and Maintenance

InterField will provide our standard level of technical Support and Maintenance for Platform Services free of charge during our regular business hours. Additional support options may be available for purchase as Professional Services. Support and Maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid License or Subscription Term. "New Releases" are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Platform services that we make generally commercially available.

Documentation, Demonstrations, and User Manuals

We may provide documentation, videos, manuals, and other materials demonstrating, instructing, or otherwise informing the use of the Platform Services. InterField retains all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any materials we provide ("Materials"). Any Materials provided to you may be used only in connection with the Platform Services subject to the same use restrictions for the Platform Services.

Payment

You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars at the time you place your Order. All amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Platform Services beyond the current License Term or Subscription Term or any Platform Service upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, we will charge you for the increased number of Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable.

Taxes

Your payments under this Agreement exclude any taxes or duties payable in respect of the Platform Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by InterField, you must pay to InterField the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to InterField any such exemption information, and InterField will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

No-Charge Platform Services

We may offer certain Platform Services to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below ("No-Charge Platform Services"). Your use of No-Charge Platform Services is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Platform Services for competitive analysis or similar purposes. We may terminate your right to use No-Charge Platform Services at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available ("Beta Versions") are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Platform Services. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section (No-Charge Platform Services). All information regarding the characteristics, features or performance of Beta Versions constitutes InterField's Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Platform Services, including any Support and Maintenance, warranty, and indemnity obligations.

Ownership and Feedback

Platform Services are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase" or "sale". InterField and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Platform Services (including all No-Charge Platform Services), their "look and feel", any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for InterField, including without limitation as they may incorporate Feedback ("InterField Technology"). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to InterField, including sharing Your Modifications or in the course of receiving Support and Maintenance ("Feedback"). You grant InterField a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to freely use, copy, disclose, license, modify and otherwise exploit the Feedback for any purpose, without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits InterField's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

Confidentiality

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any InterField Technology and any performance information relating to the Platform Services shall be deemed Confidential Information of InterField without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Platform Services.

Term and Termination

This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the "Term"), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to InterField, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Platform Services subscriptions, or Support and Maintenance. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Platform Services, or any information or materials that we make available to you under this Agreement, including InterField Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request. The following provisions will survive any termination or expiration of this Agreement: Indemnity for Your Data, Payment, Taxes, No-Charge Platform Services (disclaimers and use restrictions only), Ownership and Feedback, Confidentiality, Term and Termination, Warranty Disclaimer, Limitation of Liability, Dispute Resolution, Export Restrictions, and General Provisions.

Warranty and Disclaimer

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

WARRANTY DISCLAIMER. ALL PRODUCTS ARE PROVIDED "AS IS," AND INTERFIELD AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. INTERFIELD SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF INTERFIELD. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER INTERFIELD NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL INTERFIELD BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER'S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL INTERFIELD BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO INTERFIELD HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. The parties agree that the limitations specified in this Section Limitation of Liability will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Indemnification By You

Customer hereby agrees to indemnify, defend and hold harmless InterField, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the "InterField Affiliates"), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney's fees) (together, the "Losses") arising from or as a result of any claim by a third party against InterField or the InterField Affiliates regarding: (i) use of or access to the Service by Customer or its End Users in violation of this Customer Agreement; or (ii) any data or Customer Content transmitted or received through Customer's account.

Indemnification by InterField

InterField hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the "Customer Affiliates"), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Platform Services or InterField's technology used to provide the Platform Services infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will InterField have any obligations or liability under this section arising from: (i) use of the Platform Services in a modified form or in combination with materials not furnished by InterField; (ii) use of any third party app developed using InterField's Platform Services; or (iii) any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER'S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY INTERFIELD OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

Publicity Rights

We may identify you as an InterField customer in our promotional materials. You may request that we stop doing so by submitting an email to sales@interfield.co at any time. Please note that it may take us up to 30 days to process your request.

Improving Our Platform

We are always striving to improve our Platform Services. In order to do so, we need to measure, analyze, and aggregate how users interact with our Platform Services, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Platform Services as described in our Privacy Policy.

Dispute Resolution

In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties through friendly consultation. If the parties do not reach a settlement within a period of 60 days, any or all unresolved issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in one of the following cities as mutually agreed between the parties: San Francisco, CA (USA). All negotiations and arbitration proceedings pursuant to this Section 11.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

Governing Law Jurisdiction

This Agreement will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section Dispute Resolution must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in San Francisco, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in San Francisco, California, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, InterField may bring a claim for equitable relief in any court with proper jurisdiction.

Injunctive Relief; Enforcement

Notwithstanding the provisions of Section Dispute Resolution, nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

Export Restrictions

The Platform Services are controlled and operated from facilities in the United States. InterField makes no representations that the Platform Services are appropriate or available for use in other locations. Customers who access or use the Platform Services from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United States, Customer agrees that InterField may transfer, store and process Customer Content in locations other than Customer's country.

The export and re-export of Content via the Platform Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Platform Service may not be used in any country that is subject to an embargo by the United States and Customer may not use the Platform Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Service is not made available for use by persons or entities blocked or denied by the United States government.

Changes to this Agreement

We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, through your InterField account, or in the Platform Services themselves). If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Charge Platform Services, accepting the updated Agreement is required for you to continue using the No-Charge Platform Services. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Platform Services. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.

General Provisions

Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to InterField Inc., 202 Hartford Street, San Francisco, CA, USA 94114, Attn: General Counsel. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. The Platform Services are commercial computer software. If you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Platform Services, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Platform Services were developed fully at private expense. All other use is prohibited. This Agreement is the entire agreement between you and InterField relating to the Platform Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Platform Services or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, "including" (and its variants) means "including without limitation" (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.