Terms Of Use

Last updated: April 11, 2018

1. INTRODUCTION

a. Welcome to cornerthought.com operated by CornerThought Software, LLC. (“CornerThought Software,” “we” or “us”). By using the services offered on or through https://www.cornerthought.com or any of its subdomains, or any domain directed to the https://www.cornerthought.com domain or any of its subdomains (the “CornerThought Software service”), you are accepting and agreeing to the terms and conditions set forth below (the “Terms of Use”). We reserve the right to change, modify, add or remove portions of these Terms of Use. You can determine when these Terms of Use were last revised by referring to the “Last Updated” legend at the top of these Terms of Use. By using the CornerThought Software service, you agree to the operative Terms of Use in place at the time of your use, including any and all changed or modified terms.

b. Definitions:

i. “Subscriber” means the individual or entity that subscribes to the CornerThought Software service to establish a Lessons Learned Database.

ii. “Lessons Learned Database” means the website created by the Subscriber and provided through the CornerThought Software service.

iii. “User” means any individual that has access to the Lessons Learned Database.

iv. “Item” means an element of your Lessons Learned Database subscription that is limited by the terms of the subscription, including but not limited to, number of Users, types of Users, number of groups, amounts of storage, amounts of bandwidth utilized, number of posts, number of e- mails, amounts of User Content, and other features and functionality of the CornerThought Software service.

c. If you are subscribing to the CornerThought Software service within the scope of your contract or employment with an entity (e.g., a corporation, limited liability company, or partnership), (a) you represent that you have the authority to bind that entity to these Terms of Use, (b) that entity will be the “Subscriber,” and (c) “you,” as used in these Terms of Use, refers to that entity and each User.

d. The CornerThought Software service is commercial computer software developed exclusively at private expense. If you are accepting these Terms of Use for end use by any agency of the U.S. federal government, your use is governed solely by the following: Government technical data and software rights related to the CornerThought Software service include only those rights customarily provided to the public as defined in these Terms of Use. And, this customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Computer Software and Computer Software Documentation).

e. In addition to these Terms of Use, your use of the CornerThought Software service is governed by our Privacy Policy. You agree to CornerThought Software’s collection, use and sharing of your information and the information of your Users as set forth in the Privacy Policy. The Privacy Policy and any posted terms or guidelines are hereby incorporated by reference into these Terms of Use. In the event of a conflict between these Terms of Use and our Privacy Policy, these Terms of Use shall prevail.

f. If you do not understand and agree to these Terms of Use, you are not authorized to use the CornerThought Software service. You may not use the CornerThought Software service if you are a direct competitor.

2. THE CORNERTHOUGHT SOFTWARE SERVICE

The CornerThought Software service may be offered by CornerThought Software itself or by a third party partner/service provider. Unless otherwise stated, these Terms of Use apply to all services offered by or on behalf of CornerThought Software. All content and services made available through the CornerThought Software service that were not made available as of the “Last Updated” date above shall be governed by these Terms of Use.

3. USE OF THE CORNERTHOUGHT SOFTWARE SERVICE

a. By using the CornerThought Software service, Users expressly agree to the following:

i. CornerThought Software can refuse registration of, access to, or cancel a user account in its discretion, at any time, for reasons such as violation of applicable law, breach of these Terms of Use, force majeure, or any other matter that in CornerThought Software’ discretion warrants such refusal or cancellation.

ii. Your user account will be accessed through a user ID and password that you will create (your “ID”). You are responsible for maintaining the confidentiality of your ID, and you are fully and solely responsible for all activities that occur under your ID. It is up to you to take adequate precautions with your ID, and to immediately notify CornerThought Software of any unauthorized use of your ID.

iii. You shall provide accurate, true and current information as prompted during the user account registration process and shall keep it current at all times.

iv. Your ID is unique to you and cannot be shared with any other User or person. You shall not share your ID or any other login credentials with any other person or publicly disclose it.

v. You shall notify CornerThought Software immediately of any breach of security or unauthorized use of your user account.

vi. Although CornerThought Software will not be liable for any losses experienced by you or others which are caused by unauthorized use of your user account, you may be liable for any losses incurred by CornerThought Software due to such unauthorized use.

vii. You represent and warrant that all posted data, text, links, video files, photos, or any other content (collectively, the “User Content”) that you post to the CornerThought Software service shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe, misappropriate or violate any copyright, trademark or other rights of any third party including any rights of privacy or publicity.

viii. You shall be solely responsible for keeping a duplicate copy of all User Content; we do not accept any responsibility or liability for the loss of your User Content.

ix. You shall not post User Content that is hateful, threatening, pornographic, obscene, abusive, unlawful, harassing, racially or ethnically offensive, libellous or defamatory, or any content that encourages unlawful conduct.

x. You shall not submit material that is copyrighted, protected by trade secret or otherwise subject to intellectual property rights or third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant CornerThought Software all of the license rights granted herein.

xi. You shall not use the CornerThought Software service for any illegal or unauthorized purpose.

xii. You shall not attempt to hack, destabilize or adapt the CornerThought Software service or its source code.

xiii. You shall not use the CornerThought Software service to transmit worms, viruses or any code of a destructive nature.

xiv. You shall not, without our prior express written permission, use any high volume automated means (including robots, spiders and scripts) to access the CornerThought Software service.

xv. You agree not to collect or harvest any personally identifiable information, including account names, from the CornerThought Software service.

xvi. You are solely responsible for obtaining and maintaining all equipment and services needed for your access to and use of the CornerThought Software service and for paying all charges related thereto.

xvii. Any comments, suggestions, or feedback relating to the CornerThought Software service (collectively, “Feedback”) submitted to CornerThought Software shall become the property of CornerThought Software. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to Feedback. We will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending Feedback.

xviii. You shall not abuse, harass, threaten, harm or impersonate other CornerThought Software users or Users or employees of CornerThought Software or any of its partners, at any time or for any reason.

xix. You understand that when using the CornerThought Software service, you will be exposed to User Content provided by other users or Users and you agree that CornerThought Software is not responsible for the accuracy, safety, appropriateness or intellectual property rights of or related to such content.

xx. You shall not use the CornerThought Software service to send spam or commercial or other messages, including e-mails, to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the CornerThought Software service you must comply with all applicable laws and regulations, including (a) laws that apply in any jurisdiction to cookies, other tracking technologies, and spam and marketing practices, and (b) any applicable marketing association guidelines on ethical marketing practices.

xxi. You shall not use the CornerThought Software service for any competitive or benchmarking purposes, including monitoring the availability or functionality of the CornerThought Software service.

b. By using the CornerThought Software service, Subscribers expressly agree to the following:

i. You shall be solely responsible for all activity associated with the Lessons Learned Database, including any User Content and all activities of your Users.

ii. You represent and warrant that all User Content that your Users post to the CornerThought Software service shall be their wholly original material (except for material that is being used with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including any rights of privacy or publicity.

iii. You agree not to collect or harvest any personally identifiable information of your Users, including account names, from the CornerThought Software service.

iv. You are solely responsible for obtaining and maintaining all equipment and services needed for your Users’ access and use of the CornerThought Software service and for paying all charges related thereto.

v. You are solely responsible for ensuring that each of your Users receives a copy of or has access to these Terms of Use.

c. Any use of the CornerThought Software service in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the CornerThought Software service.

4. USER CONTENT

a. You retain ownership rights to the User Content you submit to or make available on the CornerThought Software service. You represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use, and authorize CornerThought Software to use in order to operate the CornerThought Software service, all patent, trademark, trade secret, copyright or other intellectual property rights or proprietary rights in and to your User Content; and (ii) you have any and all necessary written or implied consents, releases, and/or permissions of each and every identifiable individual person in the User Content to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by these Terms of Use.

b. You acknowledge that by providing you with the ability to view and distribute user-generated content through the CornerThought Software service, CornerThought Software is not undertaking any obligation or liability relating to User Content or Users’ activities. You understand that by using the CornerThought Software service, you may be exposed to content that you may consider to be offensive, indecent or objectionable. Under no circumstances will CornerThought Software be liable in any way for User Content, including for any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of User Content. CornerThought Software assumes no responsibility or liability which may arise from User Content, including claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. By using the CornerThought Software service, you agree that CornerThought Software undertakes no obligation to remove User Content based on any complaint that you may make concerning User Content and you further agree that CornerThought Software makes no promises to remove any content based on any complaint that you may make concerning User Content. This term, like all of the provisions in the Terms of Use, may not be modified orally.

5. LICENSE GRANT

a. Subject to the terms and conditions of these Terms of Use, you are hereby granted a revocable, non-transferable, non-exclusive, limited right and license to use the CornerThought Software service in accordance with the terms of your subscription or the subscription of Subscriber or another company or person who pays certain fees to CornerThought Software. CornerThought Software reserves all rights not expressly granted herein in the CornerThought Software service. CornerThought Software may terminate this license at any time for any reason or no reason.

b. By submitting User Content to the CornerThought Software service, you hereby grant CornerThought Software a worldwide, non-exclusive, royalty-free, and sub-licensable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content for the sole purpose of operating and performing the CornerThought Software service for the Subscriber. You also grant each User you authorize a non-exclusive license to access your User Content through the CornerThought Software service and to use, reproduce, distribute, display and perform such User Content.

6. OUR PROPRIETARY RIGHTS

Except for your User Content, the CornerThought Software service and its materials, including software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music, and all intellectual property rights related thereto, are the exclusive property of CornerThought Software. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such intellectual property rights. Use of the CornerThought Software service or materials on the CornerThought Software service for any purpose not expressly permitted by these Terms of Use is prohibited.

7. DEPENDENCE ON SUBSCRIPTION;DESIGNATED USERS

a. Your access to the CornerThought Software service may be dependent on your subscription to the CornerThought Software service or on the subscription of the Subscriber who pays certain fees to CornerThought Software. As such, the services offered by CornerThought Software depend on the terms of that subscription. If the Subscriber (including you, if applicable) ceases to pay the fees due to CornerThought Software, CornerThought Software may cease to provide you access to the CornerThought Software service and/or terminate your Lessons Learned Database. Similarly, if the terms of the subscription to the CornerThought Software service change, you may experience changes to the features or capacity of your account.

b. Subscriptions must be paid for in advance unless agreed to otherwise in writing. Payments for subscriptions are non-refundable. There will be no refunds or credits for any time period where the Lessons Learned Database is not used or accessed or when any User or prospective User fails to use or access the Lessons Learned Database.

c. Subscriber’s subscription specifies the limits on Subscriber’s use of the CornerThought Software service. Subject to the payment of additional fees specified below, Subscriber may at its option and at any time exceed such limits regarding the number of Items in using the CornerThought Softwareservice, including without limitation the number of Users using the CornerThought Software service. In the event that Subscriber exceeds the limits to the Items set forth in the applicable subscription, CornerThought Software shall charge Subscriber for the Subscriber’s additional usage of each Item in excess of these limits calculated on the per unit fee specified in accordance with the applicable subscription for each Item or the then- current list price as determined by CornerThought Software if such Item is currently not specified in the relevant subscription. Such additional usage fees shall be prorated for the remainder of the subscription term in effect at the time the excess Items are added. The expiration date of the term for these additional Items will be the same as the expiration date of the term of the pre-existing subscription.

d. The CornerThought Software service is a designated user service. User accounts or IDs cannot be shared or used by more than one individual, even if the designated user is not accessing the CornerThought Software service at the same time as the other individual. Subscribers may permanently reassign accounts to new Users that are replacing former Users who no longer require use of the CornerThought Software service. If CornerThought Software determines that you are not complying with the Terms of Use described in this paragraph, in addition to any other remedies, CornerThought Software may immediately suspend or terminate the applicable user accounts and Lessons Learned Database subscription and/or invoice you for the fees attributable to the additional User(s).

8. CANCELLATION AND TERMINATION

a. Lessons Learned Database

i. Subscriber is solely responsible for properly canceling the Lessons Learned Database subscription. Subscriber can cancel a Lessons Learned Database subscription at any time by e- mailing yash.nigam@cornerthoughtsoftware.com specifying the Lessons Learned Database subscription that you want cancelled and providing a brief explanation of why you are cancelling. You may generate a backup of all of your User Content prior to cancelling your Lessons Learned Database. At CornerThought Software’ sole discretion, all of your User Content may be immediately deleted from the CornerThought Software service upon cancellation. This information may not be able to be recovered once the Lessons Learned Database is canceled. If you cancel the Lessons Learned Database and/or any CornerThought Software service before the end of your current paid-up subscription, your Lessons Learned Database will remain live until the end of the paid subscription unless you request such cancellation to be immediate. There will be no refunds associated with cancelling a subscription. Once terminated, you will not be charged again. CornerThought Software, in its sole discretion, has the right to suspend or terminate your Lessons Learned Database and refuse any and all current or future use of the CornerThought Software service, or any other CornerThought Software service, for non-payment, failure to comply with these Terms of Use, government or courtorder, or any other reasonable reason at any time. CornerThought Software may also terminate the Lessons Learned Database, without notice to Subscribers or Users, (i) if the Subscriber of the Lessons Learned Database fails to pay for the CornerThought Software service in accordance with theterms of the subscription or (ii) the Subscriber of the Lessons Learned Database has a free subscription for the CornerThought Software service and there has been no activity in the Lessons Learned Database in the preceding sixty (60) days. Any such termination of the CornerThought Softwareservice will result in the deactivation or deletion of the Lessons Learned Database, including your access and all other Users’ access to the Lessons Learned Database, and the forfeiture and relinquishment of all User Content in the Lessons Learned Database.

b. User’s User Account

i. User may terminate his/her user account by contacting the Subscriber and requesting that your user account and ID be revoked or canceled. CornerThought Software is not responsible for and cannot effect any cancellations or revocations of a User’s user account and ID. However, CornerThought Software may suspend or terminate the Lessons Learned Database as specified in these Terms of Use and if such termination or suspension occurs, User’s user account and ID would be cancelled without notice to User.

c. The provisions of these Terms of Use that must continue beyond the term of this agreement in order to give them full force and effect, including Sections 5(b) and 12–19, will survive any termination or cancellation of this agreement.

9. PRIVACY & CONFIDENTIALITY

a. Privacy. We care about the privacy of our users. Click here to view our Privacy Policy. By using the CornerThought Software service, you are consenting to have your personal data transferred to and processed in the United States.

b. Confidentiality.

i. Definitions.

a. As used in this Agreement, “Confidential Information” means all information disclosed by Subscriber to CornerThought Software which is in tangible form and labeled “Confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, your data shall be deemed Confidential Information.

ii. Restrictions on Disclosure and Use of Confidential Information.

a. CornerThought Software hereby agrees that all Confidential Information provided to CornerThought Software by Subscriber or its current or future affiliated entities in order to facilitate the provision of the Services, or otherwise acquired during CornerThought Software’ performance hereunder, will be used by CornerThought Software solely for the purpose of providing the Services. CornerThought Software agrees to take all reasonable precautions within CornerThought Software’ control to ensure that there is no unauthorized disclosure of Confidential Information. CornerThought Software shall not disclose or divulge, or cause the disclosure of, any Confidential Information to any other third person without the express prior written consent of Subscriber. The term “person” as used in this Agreement shall be broadly interpreted to include without limitation any individual, governmental body, partnership, limited liability company, corporation or other entity.

b. The restrictions in the foregoing Section 9(b) shall not apply to any Confidential Information as to which CornerThought Software can demonstrate through written records (i) that CornerThought Software already possessed such Confidential Information at the time of disclosure, free of any obligation to keep it confidential; (ii) that CornerThought Software developed such Confidential Information independently and without the use of Confidential Information; (iii) that CornerThought Software rightfully received such Confidential Information from a third party who has the right to transfer or disclose it; or (iv) that such Confidential Information is or has become publicly available through authorized disclosure.

c. CornerThought Software shall notify Subscriber of any data breaches to the Lessons Learned Database within seven (7) days of such data breach.

10. SECURITY

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.

11. THIRD PARTY WEBSITES, ADVERTISERS,OR SERVICES

The CornerThought Software service may contain links to third party websites that are not owned or controlled by CornerThought Software. CornerThought Software has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, CornerThought Software will not and cannot censor or edit the content of any third party website. You expressly relieve CornerThought Software from any and all liability arising from your use of any third party website. Accordingly, we encourage you to be aware when you leave any CornerThought Software website and to read the terms and conditions and privacy policy of each other website that you visit.

12. INDEMNIFICATION; REMEDIES

a. ALL USERS: YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND USER ACCOUNT. FURTHERMORE, YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR USER ACCOUNT. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CORNERTHOUGHT SOFTWARE AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS (THE “CORNERTHOUGHT SOFTWARE INDEMNITEES”) FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO (i) YOUR USE OF THE CORNERTHOUGHT SOFTWARE SERVICE, (ii) YOUR VIOLATION OFTHESE TERMS OF USE, OR (iii) ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY OTHER USER OF YOUR USER ACCOUNT. YOU AGREE TO IMMEDIATELY NOTIFY CORNERTHOUGHT SOFTWARE OFANY UNAUTHORIZED USE OF YOUR USER ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU THAT MAY AFFECT THE SECURITYOF THE CORNERTHOUGHT SOFTWARE SERVICE.

b. SUBSCRIBERS: YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR IN OR THROUGH YOUR LESSONS LEARNED DATABASE. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CORNERTHOUGHT SOFTWARE INDEMNITEES FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO

(i) YOUR USE OF THE CORNERTHOUGHT SOFTWARE SERVICE AND EACH USER’S USE OF YOUR LESSONS LEARNED DATABASE (ii) VIOLATION OF THESE TERMS OF USE BY YOU OR ANY USER, OR (iii) ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY USER. YOU AGREE TO IMMEDIATELY NOTIFY CORNERTHOUGHT SOFTWARE OF ANY UNAUTHORIZEDUSE OF ANY USER ACCOUNT IN YOUR LESSONS LEARNED DATABASE OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU THAT MAY AFFECT THE SECURITY OF THE CORNERTHOUGHT SOFTWARE SERVICE.

c. Any specific right or remedy provided in these Terms of Use will be cumulative with all other rights and remedies set forth herein and allowed under applicable law.

13. NO WARRANTY

THE CORNERTHOUGHT SOFTWARE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO COMMITMENT TO ANY FUTURE FUNCTIONALITY OR FEATURES. USE OF THE CORNERTHOUGHT SOFTWARE SERVICE IS AT YOUR OWN RISK. THE CORNERTHOUGHT SOFTWARE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CORNERTHOUGHT SOFTWARE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE CORNERTHOUGHT SOFTWARE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE CORNERTHOUGHT SOFTWARE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CORNERTHOUGHT SOFTWARE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CORNERTHOUGHT SOFTWARE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. CORNERTHOUGHT SOFTWARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU OR A THIRD PARTY THROUGH THE CORNERTHOUGHT SOFTWARE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CORNERTHOUGHT SOFTWARE WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.

14. LIMITATION OF LIABILITY

a. ALL USERS:

i. CORNERTHOUGHT SOFTWARE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATED TO (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE CORNERTHOUGHT SOFTWARE SERVICE; (B) ANY CONDUCT OR CONTENT OF YOU, ANY USER, OR ANY THIRD PARTY ON THE CORNERTHOUGHT SOFTWARE SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OFOTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE CORNERTHOUGHT SOFTWARE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CORNERTHOUGHT SOFTWARE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b. SUBSCRIBERS: CORNERTHOUGHT SOFTWARE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATEDTO (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE CORNERTHOUGHT SOFTWARE SERVICE; (ii) ANY USER’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE CORNERTHOUGHT SOFTWARE SERVICE (iii) ANY CONDUCT OR CONTENT OF YOU, ANY USER, OR ANY THIRD PARTY ON THE CORNERTHOUGHT SOFTWARE SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USERS OR THIRD PARTIES;(iii) ANY CONTENT OBTAINED FROM THE CORNERTHOUGHT SOFTWARE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR, OR ANY OF YOUR USERS’ TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CORNERTHOUGHT SOFTWARE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

c. THE LIMITATIONS AND EXCLUSIONS IN THESE TERMS OF USE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING SOLE OR CONCURRENT NEGLIGENCE), BY OPERATION OF LAW OR OTHERWISE. LIABILITY IS LIMITED AND/OR EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THESE TERMS OF USE FAILS OF ITS ESSENTIAL PURPOSE.

15. CONTROLLING LAW JURISDICTION; DEADLINE TO BRING CLAIMS

These Terms of Use and any action related to these Terms of Use will be governed by the laws of the Province of Alberta, Canada without regard to or application of its conflict of law provisions or your state/province or country of residence. All claims, legal proceedings or litigation arising in connection with the CornerThought Software service will be brought solely in Alberta, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms of Use on behalf of a federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms of Use and any action related thereto will be governed by the laws of the Canada (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the Province of Alberta, Canada (excluding choice of law).

16. ENTIRE AGREEMENT; WAIVER; MODIFICATION; SEVERABILITY

a. These Terms of Use and our Privacy Policy are the entire and exclusive agreement between CornerThought Software and you regarding use of the CornerThought Software service (excluding any service for which you have a separate agreement with CornerThought Software that is explicitly in addition or in place of these Terms of Use), and these Terms of Use supersede and replace any prior agreements between CornerThought Software and you regarding use of the CornerThought Software service.

b. These Terms of Use may not be modified orally. These Terms of Use may not be modified or superseded by CornerThought Software’ acceptance of a purchase order or the like from you or any other person.

c. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use will continue in full force and effect. No waiver by CornerThought Software of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. Please read these Terms of Use carefully before you start to use our Service or Websites, as these will apply to your use of the Service and our Websites. Please check these Terms from time to time to take notice of any changes we made, as they will be binding on you. We will notify you not less than ten (10) days prior to the effective date of any such amendment and your continued use of the Service following the effective date of any such amendment may be relied upon by CornerThought Software as your consent to any such amendment.

17. ELECTRONIC COMMUNICATION AND ELECTRONIC SIGNATURES; NOTICES

a. You agree to be bound by any affirmation, assent, or agreement you transmit through the CornerThought Software service, including any consent you give to receive communications from CornerThought Software solely through electronic transmission. You agree that when in the future you click on an “I agree,” “I consent,” “I accept,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer or mobile device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. If you have any questions about these Terms of Use, please contact us by email at yash.nigam@cornerthoughtsoftware.com.

b. All notices required or otherwise provided for under these Terms of Use will be sent by certified or registered mail (return receipt requested), reputable overnight courier with shipment tracking capabilities (postage prepaid), facsimile, email (other than notices of termination or an indemnity claim) or hand delivery to the other party at the addresses below:

For CornerThought Software: CornerThought Software, LLC, 10359 104 St NW #301, Edmonton, AB, Canada T5J 1B9 Attn: Chief Executive Officer.

For you: At the address and/or email you provided during registration or as updated by you.

Notices will be deemed to have been received (i) five (5) business days after mailing if given by mail, (ii) upon receipt if hand delivered, and (iii) one (1) business day after sending if given otherwise.

18. PAYMENTS; TAXES

a. If you are a Subscriber, you agree to pay all fees invoiced for your and your Users’ use of the CornerThought Software service. If we do not receive any invoiced amount by the due date, then, without limiting any of our other rights and remedies, we may charge you interest on such amounts of 1.5% each month or the maximum rate allowed by law, whichever is lower. If any amount You owe under these Terms of Use or any other agreement for the CornerThought Software service is past due, without limiting any of our other rights and remedies, we may (a) accelerate your unpaid fee obligations under these Terms of Use or such other agreements so that all such obligations become immediately due and payable, and/or (b) suspend your and your User’s access to the CornerThought Software service until such amounts are paid in full. We will give you at least five (5) business days’ prior notice that your account is overdue before we exercise our right of suspension. We will not exercise these rights during any good faith dispute of a charge.

b. The Subscriber is responsible for determining the amount, if any, of any state and local sales, use and other taxes that apply to the Subscriber or Users under these Terms of Use. It is the Subscriber’s sole responsibility to assess, collect, report, and remit the correct amounts to the proper tax authorities. CornerThought Software is not obligated to determine whether taxes apply to Subscriber’s or any User’s use of the CornerThought Software service under these Terms of Use, and CornerThought Software is not obligated to calculate, collect, report, or remit any amounts to any taxing authority arising from any such use. If CornerThought Software believes that it has the legal obligation to pay or collect any taxes for which you are responsible, CornerThought Software has the right to do so and you will pay such amounts or provide proof acceptable to CornerThought Software that such taxes are not due.

19. EXPORT COMPLIANCE; ANTI- CORRUPTION

a. You acknowledge that the laws and regulations of Canada restrict the export and re- export of certain materials, which may include the CornerThought Software service or materials derived from the CornerThought Software service. Accordingly, Subscribers shall not permit Users to access or use the CornerThought Software service or any User Content in a Canada-embargoed country or in violation of any Canadian export law or regulation.

b. You represent and warrant that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any CornerThought Software employees or agents in connection with these Terms of Use. If any CornerThought Software employee or agent has provided you with reasonable gifts and entertainment in the ordinary course of business, then this Section 19.b has not been violated. If any CornerThought Software employee or agent offers you any illegal or improper bribe, kickback, payment, gift, or thing of value, you will use reasonable efforts to promptly notify us at the address in Section 17b.

20. GENERAL

a. The relationship between you and CornerThought Software under these Terms of Use is that of independent contractors, and neither party has any authority to bind or commit the other party. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. These Terms of Use are for the benefit of, and will be enforceable by, the parties and CornerThought Software’ licensors only. These Terms of Use are not intended to confer any other right or benefit on any third party. Nothing in these Terms of Use restricts or limits, or shall be interpreted to restrict or limit, CornerThought Software’ right to market, distribute, or sell CornerThought Software’ products or services to any party, including Users.

b. Subscriber agrees that CornerThought Software may use Subscriber’s name and logo on CornerThought Software’ website, sales literature, and advertising materials, and for any other commercial purpose related to CornerThought Software’ business, unless you have notified us otherwise by an e-mail to: yash.nigam@cornerthoughtsoftware.com

c. Neither Party shall assign or transfer these Terms of Use or any rights or obligations hereunder, in whole or in part, without the prior written consent of the other Party (not to be unreasonably withheld), except that a Subscriber or CornerThought Software may, upon written notice to the other party, assign these Terms of Use in whole to an affiliate or in connection with an acquisition, merger, consolidation or other business combination, corporate reorganization, or divestment or sale of all or any substantial part of its assets, without the permission of the other party. These Terms of Use inure to the benefit of and be binding upon the respective permitted successors and permitted assigns.

21. HEADINGS; CONSTRUCTION.

a. The various headings in these Terms of Use are for convenience only and shall not affect the meaning or interpretation of any Section or provision of these Terms of Use.

b. Unless context clearly dictates otherwise, references in these Terms of Use to Sections are to the applicable Sections of these Terms of Use. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.”