Introduction

STAC Enterprises LLC ("Company" or "We") respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website staccard.com and stacapp.com (our "Website"), any mobile application, desktop application, or other application provided by Company and relating to the purpose of the Website (the “Applications”, or collectively with the Website, the “Software” and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to information we collect:

• On this Website.
• In email, text, and other electronic messages between you and the Software
• Through the Applications.

It does not apply to information collected by:

• us offline or through any other means, including on any other website operated by Company or any third party (including our affiliates and subsidiaries); or
• any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Software.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Software. By accessing or using the Software, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Software after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Children Under the Age of 13

Our Software is not intended for children under 13 years of age. No one under age 13 may provide any information to the Software. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Software or on or through any of its features. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@staccard.com.

Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Website, including information:

• by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or any other identifier by which you may be contacted online or offline ("personal information");
• that is about you but individually does not identify you, such as information that is aggregated and deidentified; and/or
• about your internet connection, the equipment you use to access our Software and usage details.
• We collect this information:
• Directly from you when you provide it to us.
• Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies.
• From third parties, for example, our business partners or customers.
• Information You Provide to Us. The information we collect on or through our Software may include:
• Information that you provide by filling in forms on our Software. This includes information provided at the time of registering to use our Software, subscribing to our service, posting material, or requesting further services. We may also ask you for information when you report a problem with our Software.
• Records and copies of your correspondence (including email addresses), if you contact us.
• Your responses to surveys that we might ask you to complete for research purposes.
• Details of transactions you carry out through our Software and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Software.
• Your interactions with the Software, including features used, pages or screens visited, and other activities.

You also may provide information to be published or displayed (hereinafter, "posted") on public areas of the Software, or transmitted to other users of the Software or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Software with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Information We Collect Through Automatic Data Collection Technologies. As you navigate through and interact with our Software, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

• Details of your visits to or uses of our Software, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Software.
• Information about your computer and internet connection, including your IP address, operating system, and browser type.

The information we collect automatically may include personal information, or we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Software and to deliver a better and more personalized service, including by enabling us to:

• Estimate our audience size and usage patterns.
• Store information about your preferences, allowing us to customize our Software according to your individual interests.
• Speed up your searches.
• Recognize you when you return to our Software.

The technologies we use for this automatic data collection may include:

• Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.
• Web Beacons. Pages of our the Website and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

We do not collect personal information automatically, but we may tie this information to personal information about you that we collect from other sources or you provide to us.

Third-Party Use of Cookies and Other Tracking Technologies.

Some content or applications, including advertisements, displayed by the Software are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information:

• To present our Software and its contents to you.
• To provide you with information, products, or services that you request from us.
• To fulfill any other purpose for which you provide it.
• To provide you with notices about your account, including expiration and renewal notices.
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
• To notify you about changes to our Software or any products or services we offer or provide though it.
• To allow you to participate in interactive features on our Software.
• In any other way we may describe when you provide the information.
• For any other purpose with your consent.

We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Disclosure of Your Information

We may disclose aggregated information about our users without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

• To our subsidiaries and affiliates.
• To contractors, service providers, and other third parties we use to support our business.
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of STAC Enterprises, LLC's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by STAC Enterprises,, LLC about our Software users is among the assets transferred.
• To fulfill the purpose for which you provide it. For example, if you give us information documents for display on a “Public Profile” feature of our Software, we will transmit those documents and information to viewers of the Public Profile.
• For any other purpose disclosed by us when you provide the information.
• With your consent.

We may also disclose your personal information:

• To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
• To enforce or apply our terms of use Terms of Use, any invoices for services or goods, and other agreements, including for billing and collection purposes.
• If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of STAC Enterprises, LLC, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly. We do not control third parties' collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.

Accessing and Correcting Your Information

You can review and change your personal information by logging into the Software and visiting your account profile page.

You may also send us an email at support@staccard.com to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from the Software, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Software users. Proper access and use of information provided on the Software, including User Contributions, is governed by our Terms of Use.

Your California Privacy Rights

California Civil Code Section § 1798.83 permits users of our Software that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@staccard.com.

Data Security

We have implemented measures intended to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Software, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Software like message boards. The information you share in public areas may be viewed by any user of the Software.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Software. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Software.

Entire Agreement

The Terms of Use, our Privacy Policy, and any applicable invoice or subscription agreement constitute the sole and entire agreement between you and STAC Enterprises, LLC with respect to the Software and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Software. In the event of any inconsistency between the statements made in the body of any such agreement and any other documents incorporated or referenced herein the following order of precedence governs: (i) first, the subscription agreement and any document incorporated therein, (ii) second, these Terms of Use, and (iii) third, the Privacy Policy.

Changes to Our Privacy Policy

We may revise and update this Privacy Policy from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Software thereafter. If you do not wish to accept the updated Privacy Policy, you must contact us and request that your account be canceled.

Your continued use of the Software following the posting of revised Privacy Policy means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Additionally, we will provide notice of any material changes to the Privacy Policy via the Website, via an email you provide when registering, or both.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at privacy@staccard.com.

0135764.0645663    4842-4562-2685v2

Acceptance of the Terms of Use

These terms of use are entered into by and between You and STAC Enterprises, LLC ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of staccard.com and stacapp.com (the "Website") and any mobile applications, desktop applications or other software provided by Company and relating to the purpose of the Website (the “Applications”, or collectively with the Website, the “Software”), including any content, functionality, and services offered on or through the Website or the Applications, whether as a guest or a registered user. Additional terms may apply to registered users of certain features of the Software.

Please read the Terms of Use carefully before you start to use the Software. By using the Software or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at staccard.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Software.

The Software is offered and available to users who are 13 years of age or older. By using the Software, you represent and warrant that you are meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Software.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Software thereafter. If you do not wish to accept the updated Terms of Use, you must contact us and request that your account be canceled.

Your continued use of the Software following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Additionally, we will provide notice of any material changes to the Terms of Use via the Website, via an email you provide when registering, or both.

Accessing the Software and Account Security

We reserve the right to withdraw or amend the Software, and any service or material we provide on the Software, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Software is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Software, or the entire Software, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Software.
• Ensuring that all persons who access the Software through your internet connection are aware of these Terms of Use and comply with them.

To access the Software or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Software that all the information you provide on the Software is correct, current and complete. You agree that all information you provide to register with the Software or otherwise, including but not limited to information provided through the use of any interactive features on the Software, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Software or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Software and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Software for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material in our Software, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Software for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Software or any services or materials available through the Software.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Software in breach of the Terms of Use, your right to use the Software will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Software or any content displayed by the Software is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans displayed by the Software are the trademarks of their respective owners.

Prohibited Uses

You may use the Software only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Software:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Software, or which, as determined by us, may harm the Company or users of the Software or expose them to liability.

Additionally, you agree not to:

• Use the Software in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Software, including their ability to engage in real time activities through the Software.
• Use any robot, spider or other automatic device, process or means to access the Software for any purpose, including monitoring or copying any of the material displayed by the Software.
• Use any manual process to monitor or copy any of the material displayed by the Software or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Software.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Software, the server on which the Software is stored or hosted by, or any server, computer or database connected to the Software.
• Attack the Software via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Software.

User Contributions

The Software may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials that are intended to be publicly available (collectively, "User Contributions") on or through the Software.  As an example, User Contributions include content or materials that are provided and configured to be viewable as part of a “Public Profile,” but does not include content or materials provided and configured to remain private and not be viewable as part of a “Public Profile.”

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Software, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for the purpose of providing the Software.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

 We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Software.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Software or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Software.
• Terminate or suspend your access to all or part of the Software for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Software. YOU AGREE NOT TO BRING A CAUSE OF ACTION AGAINST THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on or made available by the Software, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Software is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Software, or by anyone who may be informed of any of its contents.

The Software may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Software

We may update the content and features offered by the Software from time to time, but its content is not necessarily complete or up-to-date. Any of the material displayed by the Software may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Use of the Software

All information we collect via the Software is subject to our Privacy Policy. By using the Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of goods or services formed or offered through the Software or as a result of visits made by you are governed by the applicable invoice for such goods or services.

Additional terms and conditions, such as a subscription agreement, may also apply to specific portions, services or features of the Software. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use, to the extent that they are applicable. 

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part consent.

The Software may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Website.
• Send e-mails or other communications with certain content, or links to certain content, on the Website.
• Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Otherwise take any action with respect to the materials on the Website or any Applications that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Software

If the Software contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Software, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Software is based in the state of Ohio in the United States. We make no claims that the Software or any of its content is accessible or appropriate outside of the United States. Access to the Software may not be legal by certain persons or in certain countries. If you access the Software from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Software will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SOFTWARE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SOFTWARE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SOFTWARE, ANY WEBSITES LINKED TO IT, ANY CONTENT DISPLAYED BY THE SOFTWARE, OR ANY ITEMS OBTAINED THROUGH THE SOFTWARE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Software, including, but not limited to, your User Contributions, any use of the Software's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Software.

Governing Law and Jurisdiction

All matters relating to the Software and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio, in each case located in the City of Cincinnati and County of Hamilton, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Software, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, and any applicable invoice or subscription agreement constitute the sole and entire agreement between you and STAC Enterprises, LLC with respect to the Software and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Software.  In the event of any inconsistency between the statements made in the body of any such agreement and any other documents incorporated or referenced herein the following order of precedence governs: (i) first, the subscription agreement and any document incorporated therein, (ii) second, these Terms of Use, and (iii) third, the Privacy Policy.

Your Comments and Concerns

The Software is offered and operated by STAC Enterprises, LLC

All other feedback, comments, requests for technical support and other communications relating to the Software should be directed to: contact@staccard.com.

0135764.0645663    4833-7360-0669v3

This Subscription Agreement (this “Agreement”), having an effective date as set forth in your Subscription (the “Effective Date”), is by and between STAC Enterprises, LLC, an Ohio limited liability corporation (“STAC”) and you as a subscriber (“Subscriber”). STAC and Subscriber may be referred to herein collectively as the “Parties” or individually as a “Party.”

By Subscriber’s acknowledgment of this Agreement, continued use of the Platform, or both, Subscriber accepts and agrees to these terms:

1. Definitions.
   • “Aggregated Statistics” means data and information related to Subscriber’s use of the Platform that is used by STAC in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.
   • “Authorized User” means Subscriber’s Platform Administrators as defined below.
   • “Fees” means the costs or fees set forth and configured by or for Subscriber in the Subscription (the “Fees”), which may be determined by the number of Managed Individuals, the number of Records, or other Subscription information. STAC may change the manner in which fees are determined from time to time, in STAC’s sole discretion, by providing Subscriber thirty days prior written notice of such a change.
   • “Managed Individual” means any person, including Subscriber’s employees, consultants, contractors, agents, and others that Subscriber configures, or instructs another to configure on Subscriber’s behalf, the Platform to maintain and provide Records
   • “Platform” means the STAC on demand record management software platform.
   • “Platform Administrator” means Subscriber’s employee, consultant, contractor, agent, or other individual (i) who accesses and uses the Platform on Subscriber’s behalf, and (ii) who configures, modifies, or requests changes to the Platform, including the management and addition of Managed Individuals and Records.
   • “Public Profile” means one or more Records associated with a Managed Individual that are configured by or on behalf of a Subscriber to be publicly available via a web address and/or a QR code referral.
   • “Record” means information in any format, whether a document, image, or dataset that (i) is stored on the Platform, (ii) is associated with a Managed Individual, and (iii) is provided by the Platform in response to an on demand request for records associated with that Managed Individual.
   • “STAC IP” means the Platform, and any and all intellectual property provided to Subscriber or any Authorized User in connection with the foregoing. For the avoidance of doubt, STAC IP includes Aggregated Statistics and any information, data, or other content derived from STAC’s monitoring of Subscriber’s access to or use of the Platform, but does not include Subscriber Data.
   • “Subscription” means the settings and configurations defining Subscriber’s access to the Platform, including any associated Fees, that Subscriber specified via the Website or in writing to STAC when subscribing to the Platform or when modifying their Subscriptions. Subscriber and Platform Administrators may modify, configure, or requests changes to the Subscription, including the addition of Managed Individuals and Records, which may cause Subscriber to incur additional Fees.
   • “Subscriber Data” means, other than Aggregated Statistics and the STAC IP, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Subscriber or any Authorized User through the Platform.
   • “Subscription Invoice” an invoice provided to Subscriber by STAC upon configuration of a Subscription, and at regular times thereafter based upon the invoice schedule indicated in the Subscription.  The Subscription Invoice may describe the Subscription and the Fees, and may contain additional terms and restrictions beyond those in this Agreement.
   • “Third-Party Products” means any third-party products provided with or incorporated into the Platform.
   • “Website” means staccard.com and stacapp.com at which STAC’s terms of use (the “Terms of Use”) and privacy policy (the “Privacy Policy”), which are hereby incorporated by reference, may be found.
2. Access and Use.
   • Provision of Access. Subject to and conditioned on Subscriber’s payment of Fees and compliance with all other terms and conditions of this Agreement, STAC hereby grants Subscriber a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Platform during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.
   • Use Restrictions. Subscriber shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Subscriber shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform; or (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   • Reservation of Rights. STAC reserves all rights not expressly granted to Subscriber in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party any intellectual property rights or other right, title, or interest in or to the STAC IP.
   • Suspension. Notwithstanding anything to the contrary in this Agreement, STAC may temporarily suspend Subscriber’s and any Authorized User’s access to any portion or all of the Platform if: (i) STAC reasonably determines that (A) there is a threat or attack on any of the STAC IP; (B) Subscriber’s or any Authorized User’s use of the STAC IP disrupts or poses a security risk to the STAC IP or to any other customer or vendor of STAC; (C) Subscriber, or any Authorized User, is using the STAC IP for fraudulent or illegal activities; (D) subject to applicable law, Subscriber has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) STAC’s provision of the Platform to Subscriber or any Authorized User is prohibited by applicable law; or (ii) any vendor of STAC has suspended or terminated STAC’s access to or use of any third-party services or products required to enable Subscriber to access the Platform. STAC shall use commercially reasonable efforts to provide written notice of any service suspension to Subscriber and to provide updates regarding resumption of access to the Platform following any service suspension. STAC shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the service suspension is cured. STAC will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Subscriber or any Authorized User may incur as a result of a service suspension.
   • Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, STAC may monitor Subscriber’s use of the Platform and collect and compile anonymized Aggregated Statistics. As between STAC and Subscriber, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by STAC. Subscriber acknowledges that STAC may compile Aggregated Statistics based on Subscriber Data input into the Platform. Subscriber agrees that STAC may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Subscriber, Subscriber’s Authorized Users, or Subscriber’s Confidential Information.
3. Subscriber Responsibilities.
   • General. Subscriber is responsible and liable for all uses of the Platform resulting from access provided by Subscriber, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Subscriber is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Subscriber will be deemed a breach of this Agreement by Subscriber. Subscriber shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform, and shall cause Authorized Users to comply with such provisions.
   • Provision of Information. Subscriber is responsible for collecting and providing all Managed Individual information that will comprise the Records to be used on the Platform. STAC has no obligation, and takes no obligation, to verify the accuracy of the information provided by Subscriber.
   • Subscriber Representations and Warranties. Subscriber represents and warrants to STAC that:

(i) Subscriber is the owner of the Managed Individual information that will comprise the Records;

(ii) Subscriber has the legal right to collect, use, and share the Managed Individual information with STAC, and where legally required, has obtained the proper consents or authorizations from the Managed Individuals;

(iii) Subscriber has the legal right to make available to third-parties the Managed Individual information to be contained in the Public Profiles;

(iv) Subscriber’s collection, use, and sharing of the Managed Individual information does not violate any federal, state, or local law or regulation;

(v) Subscriber shall not use any Records or other information that is stored on the Platform or other document associated with the Platform in violation of any federal, state, or local law or regulation; and

(vi) Subscriber will not share the Records or the information on the Platform with third-parties in a way that would constitute a violation of federal, state, or local law or regulation.

• Third-Party Products. STAC may from time to time make Third-Party Products available to Subscriber. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Subscriber does not agree to abide by the applicable terms for any such Third-Party Products, then Subscriber should not install or use such Third-Party Products with the Platform.

4. Service Levels and Support.
   • Service Level. Subject to the terms and conditions of this Agreement, STAC shall use commercially reasonable efforts to make the Platform available during the Term. However, STAC does not provide, and explicitly disclaims, any uptime or service level guarantees.

(b)        Support. STAC may, at mutually agreeable times, provide up to one hour of support and training services (“Support”) during each yearly quarter where Subscriber incurs Fees for at least one Managed Individual, with such Support not to exceed four total hours during any twelve-month period of the Term. Additional Support may be available upon Subscriber’s written request and at STAC’s sole discretion. Additional Support provided by STAC shall cause Subscriber to incur additional Fees based upon STAC’s then current hourly Support rates, which hourly rates STAC shall provide to Subscriber upon request. 

5. Fees and Payment.
   • Fees. Subscriber shall pay STAC the Fees without offset or deduction. STAC shall invoice Subscriber for the Fees as indicated in the Subscription. Subscriber shall make all payments hereunder in US dollars on or before the due date(s) set forth in an invoice, or, if no due date is specified, within 14 days of receiving an invoice. If Subscriber fails to make any payment when due (i) STAC may suspend Subscriber’s and its Authorized Users’ access to any portion of the Platform or all of the Platform until such amounts are paid in full, and (ii) such unpaid Fees shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Subscriber shall also reimburse STAC for all reasonable costs incurred in collecting any late payments and other unpaid Fees, including, without limitation, attorneys’ fees.
   • Taxes. All Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on STAC’s income.
6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, in written or electronic form or media, that is marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and whom have agreed to not further disclose the Confidential Information except as allowed under this Section 6. Each Party agrees to take commercially reasonable efforts to ensure its employees and agents comply with this Section 6 and shall be responsible for any actions taken by such employees or agents in violation of this Section 6. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback.
   • STAC IP. Subscriber acknowledges that, as between Subscriber and STAC, STAC owns all right, title, and interest, including all intellectual property rights, in and to the STAC IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
   • Subscriber Data. STAC acknowledges that, as between STAC and Subscriber, Subscriber owns all right, title, and interest, including all intellectual property rights, in and to the Subscriber Data. Subscriber hereby grants to STAC a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Subscriber Data and perform all acts with respect to the Subscriber Data as may be necessary for STAC to provide the Platform to Subscriber, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Subscriber Data incorporated within the Aggregated Statistics.
   • Feedback. If Subscriber or any of its employees or contractors sends or transmits any communications or materials to STAC by mail, email, telephone, or otherwise, suggesting or recommending changes to the STAC IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), STAC is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Subscriber hereby assigns to STAC on Subscriber’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and STAC is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although STAC is not required to use any Feedback.
8. Warranty Disclaimer. THE STAC IP IS PROVIDED “AS IS” AND STAC HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STAC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. STAC MAKES NO WARRANTY OF ANY KIND THAT THE STAC IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. Subscriber Indemnification. Subscriber shall indemnify, hold harmless, and, at STAC’s option, defend STAC from and against any losses resulting from (A) any third-party claim that the Subscriber Data, or any use of the Subscriber Data in accordance with this Agreement, is unlawful, or infringes or misappropriates such third party’s US intellectual property rights, (B) any claim by any person, government, or governmental agency that Subscriber did not have the legal right to collect, use, or share the Managed Individual information with STAC or other third-parties, (C) any losses resulting from Subscriber’s breach of any portion of Section 3 of this Agreement, (D) any third-party claims based on Subscriber’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Platform in a manner not authorized by this Agreement and other acts inconsistent with this Agreement; (iii) use of the Platform in combination with data, software, hardware, equipment or technology not provided by STAC or authorized by STAC in writing; or (iv) modifications to the Platform not made by STAC, provided that Subscriber may not settle any third-party claim against STAC unless STAC consents to such settlement, and further provided that STAC will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
10. Limitations of Liability. IN NO EVENT WILL STAC BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER STAC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL STAC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, DURING ANY TWELVE-MONTH PERIOD, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO STAC UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT.
11. Term and Termination.
    • Term. Unless otherwise indicated in the Subscription or a Subscription Invoice, the term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect so long as Subscriber maintains and incurs Fees for any Managed Individuals, Records, or other Subscription information on the Platform (the “Term”).
    • Termination. In addition to any other express termination right set forth in this Agreement:
      • STAC may terminate this Agreement, effective on written notice to Subscriber, if Subscriber fails to pay any amount when due hereunder, and such failure continues more than 30 days after STAC’s delivery of written notice thereof.
      • either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      • either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    • Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Subscriber shall immediately discontinue use of the STAC IP and, without limiting Subscriber’s obligations under Section 6, Subscriber shall delete, destroy, or return all copies of the STAC IP. No expiration or termination will affect Subscriber’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Subscriber to any refund.   
    • A termination of this Agreement with a Subscriber will automatically terminate the STAC-Business Service Agreement for the same Subscriber, effective as of the date that STAC no longer retains any Records associated with the Subscriber according to STAC’s standard backup and record retention policies.
    • Survival. This Section 11(e) and Sections 1, 5, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement.
12. Miscellaneous.
    • Entire Agreement. This Agreement, together with the Subscription Invoice, Terms of Use, Privacy Policy, or other software terms associated with the Platform, as well as any other documents incorporated herein by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated or referenced herein the following order of precedence governs: (i) first, the Subscription Invoice, (ii) second, this Agreement; (iii) third, the Terms of Use, and (iv) fourth, the Privacy Policy.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the physical or electronic addresses set forth in the Subscription or on the Platform.
    • Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    • Amendment and Modification; Waiver. STAC may modify the terms of this Agreement for a particular Subscriber and Subscription by including changes in the Subscription Invoice. Other than changes set forth in the Subscription Invoice, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Cincinnati and County of Hamilton, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    • Assignment. Subscriber may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of STAC. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

0135764.0645663   4837-0848-9629v5

Export Regulation. The Platform utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Subscriber shall not, directly or indirectly, export, re-export, or release the Platform or the underlying software or technology to, or make the Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Subscriber shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform or the underlying software or technology available outside the US.