Welcome to the MinusOneDB, Inc. (“MinusOne,” “we” or “our”) Service Terms of Use (“Terms”) for our data warehouse service (the “Service”). Your use and access of the Service is governed by and subject to these Terms, including any attachments, addenda or exhibits. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Service, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Service.These Terms apply to companies or other entities that create an Account with MinusOne (“Customers”) as well as Users (as defined herein). We use the term “you” (and derivatives thereof) in these Terms to refer to you as the Customer or User (as applicable) agreeing to these Terms. MinusOne on the one hand, and Customer or User (as applicable) on the other, may be referred to herein as a “party” and collectively as the “parties.” If you are a User, please note that some of the terms herein will only apply to Customer, and we have indicated where that is the case by using the term “Customer.”1. DEFINITIONS. All capitalized terms used herein are defined below or in the body of these Terms.“Account” means Customer’s online account with MinusOne for use of the Service, which account may contain one or more Environments;“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;“Customer Data” means any electronic data or data files of any type that are uploaded or made available by or on behalf of Customer and Users to the Service for storage in a data repository;“Documentation” means the online user guides, documentation, and help materials accompanying the Service;“Effective Date” means the date your access to the Service becomes effective;“Environment” means a data lake for Customer Data and associated infrastructure including one or more data stores;“Fees” means the fees payable by Customer for the Service, as set forth in Customer’s Account;“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and any regulations promulgated thereunder;“HIPAA Data” means Protected Health Information as that term is defined under HIPAA;“Personal Data” means any information relating to an identified or identifiable individual;“Raw Data” means the data supplied to MinusOne by Customer including the format and structure thereof;“Sample Data” means any data (including from third-party sources) provided or made available to you by MinusOne solely for your internal testing, evaluation, and other non-production use of the Service;“Usage Data” means query logs, and any data (other than Customer Data) relating to the operation, support and/or about Customer’s and Users’ use of the Service;“User” means any individual (i) who is authorized by Customer to use the Service, and (ii) who has an individual user identification and password, and (iii) who has agreed to these Terms.2. USE OF THE SERVICE2.1. Provision of the Service. MinusOne will use commercially reasonable efforts to make the Service available to you in accordance with the terms and conditions of these Terms and the Documentation, solely for use by you for Customer’s internal business purposes. Notwithstanding the foregoing, Customer may integrate or bundle the Service with Customer’s service offerings for provision to End Users, provided that the additional terms and conditions set forth on Attachment 1 (the “Reseller Terms”) shall apply.2.2. Customer Service. MinusOne will use commercially reasonable efforts to provide prompt responses to messages posted on forums available on the Service between the hours of 9am and 5pm ET at no additional charge to Customer.2.3. Documentation. MinusOne grants you a non-exclusive, non-sublicensable and non-transferable (except in connection with Section 10.2) license to use the Documentation in connection with your use of the Service, in accordance with the Terms.2.4. Registration. As part of the registration process, you will be asked to provide information about your organization including primary contacts, billing information and payment method and authorization. You agree to provide true, accurate, current and complete information, and agree to maintain the accuracy of such information. In addition, you will be required to select a username and password for access to the Service. You will be responsible for the confidentiality and use of such username and password. You agree to notify MinusOne immediately of any unauthorized use of your password or any other breach of security, and will use commercially reasonable efforts to prevent unauthorized access to or use of the Service. MINUSONE IS NOT LIABLE FOR ANY ACTS OR OMISSIONS BY ANY USER IN CONNECTION WITH CUSTOMER’S ACCOUNT OR OTHERWISE.2.5. Customer Oversight and Access. Notwithstanding anything to the contrary in these Terms, Customer will (a) be responsible and liable for any breach of these Terms by any of its Affiliates or by its and their respective employees, consultants, contractors, agents, or any third party to whom Customer or an Affiliate of Customer has granted access to the Service, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify MinusOne promptly of any unauthorized access or use, and (c) use the Service in accordance with applicable laws and government regulations. Customer may allow Users to have access to different Environments associated with Customer’s Account. Customer may also control the type of access Users are granted (e.g. administration or read-only access) and remove the access of certain Users at its discretion.2.6. Sample Data. MinusOne may make Sample Data available to you. You acknowledge that Sample Data is example data only, which may not be complete, current, or accurate. You agree that MinusOne may delete or require you to cease using Sample Data at any time upon advance notice. MinusOne may also provide examples of use of public datasets, and you agree to comply with the third party licensing terms thereof.2.7. General Restrictions. You will not (and will not permit any third party to): (a) rent, sell, lease, lend, convey, redistribute, sublicense or otherwise provide or make available to any third party access to or use of the Service or Documentation, except as expressly permitted by these Terms; (b) modify, enhance, or create derivative works of, the Service, except as expressly permitted by these Terms; (c) duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm) or attempt to do any of the same, (d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Service, (e) access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party’s access to or use of the Service or use any device, software or routine that causes the same, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, or accounts registered to other users, (g) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service, (h) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems, or (i) use the Service for illegal, unethical or disruptive purposes.3. CUSTOMER DATA; DATA PRIVACY AND SECURITY3.1. Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Service as provided to MinusOne. Customer grants MinusOne and its Affiliates a non-exclusive, worldwide, royalty-free license to host, copy, transmit and display the Customer Data, solely as necessary for MinusOne to provide the Service in accordance with these Terms. Subject to the limited license granted herein, MinusOne acquires no right, title or interest from Customer or its licensors under these Terms in or to Customer Data.3.2. In General. Your use of the Service and handling of all Customer Data will comply with all applicable laws and government regulations, including all laws and regulations related to the privacy and security of information. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to MinusOne under these Terms and that the Customer Data will not violate the rights of any third party. MinusOne shall not be responsible for any deletions or other modifications of Customer Data and/or Environments made by you.3.3. HIPAA Data. You agree not to share, transfer, or upload to the Service any HIPAA Data. MinusOne will have no liability under these Terms for HIPAA Data, notwithstanding anything to the contrary in these Terms or in HIPAA or any similar federal or state laws, rules or regulations.3.4. Data Privacy. The terms of the DPA shall apply to MinusOne’s processing of Personal Data uploaded to the Service.3.5. Usage Data. Notwithstanding anything to the contrary in these Terms, MinusOne may collect and use Usage Data in relation to your use of the Service to create, manage and terminate web-hosted infrastructure. MinusOne does not collect Usage Data about Customer Data including, with respect to Customer and Users, usage of such data and frequency of queries and imports of such data to the Service; provided that MinusOne does collect export and volume data about Customer Data solely as required for billing purposes in accordance with Section 5.1. MinusOne may not share any Usage Data with a third party except to the extent the Usage Data is aggregated and anonymized such that Customer and Users cannot be identified.3.6. Compliance with Applicable Laws. MinusOne will provide the Service in accordance with its obligations under laws and government rules and regulations applicable to MinusOne’s provision of the Service to its customers generally without regard to Customer’s or Users’ particular use of the Service and subject to your use of the Service in accordance with these Terms.3.7. Data Security. While these Terms are in effect, (i) MinusOne will implement and maintain commercially reasonable administrative, physical and technical safeguards and measures to protect against unauthorized access to Customer Data.    3.7.1. Customer shall retain control over and be responsible for properly configuring and using the Service and otherwise taking appropriate action to secure, protect and backup its accounts and its data residing in the Environment in a manner that will provide appropriate security and protection.    3.7.2. Customer shall maintain a backup of Customer’s Raw Data archived either within the Environment or within Customer’s systems. In the event of data corruption or inaccessibility within the Environment, Customer shall make the Raw Data available and MinusOne will recreate the Environment and associated infrastructure.    3.7.3. Should either party become aware of an unauthorized disclosure of, access to, or corruption of Customer Data stored in the Environment (“Security Incident”) involving its personnel, systems, applications or network, the party shall notify the other party of the incident without undue delay.4. PROPRIETARY RIGHTS4.1. Ownership of the Service. The Service, including its "look and feel" (e.g., text, graphics, images, logos), and any proprietary content, software, hardware, data, information and other materials therein (excluding any Customer Data) (“MinusOne IP”) are protected under copyright, trademark and other intellectual property laws. You agree that MinusOne and/or its licensors own all right, title and interest in and to the Service (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works. Further, you acknowledge that the Service is offered as an online, hosted solution, and that you have no right to obtain a copy of the underlying computer code for the Service. You may not use any MinusOne trademark, service mark or logo without the express written permission of MinusOne.4.2. Feedback. We welcome feedback, comments and suggestions for improvements to the Service, including the foregoing in all online content in discussion forums, comments and posts to social or web media (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of MinusOne, and MinusOne may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to MinusOne any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.5. FEES; TAXES; PAYMENT DISPUTES5.1. Fees. Except as otherwise specified herein, (a) all Fees are based on the capacity of the Service activated by Customer in Customer’s Account during a given month (“Capacity”), whether the entirety of such capacity is used by Customer or its Users during such month or not, and (b) the volume of the Customer Data exported by Customer or its Users from the Service in a given month (“Volume”). Customer will be billed on a monthly basis for the Fees, if any, applicable to the Capacity and Volume in the prior month.5.2. Payment by Customer. Customer agrees to pay MinusOne the applicable Fees and taxes in U.S. Dollars. Customer agrees that (a) MinusOne may store and continue billing Customer’s payment method (e.g. credit card) to avoid interruption of the Service, and (b) MinusOne may calculate taxes payable by Customer based on the billing information that Customer provides MinusOne at the time of purchase. MinusOne reserves the right to adjust pricing for the Service in any manner and at any time as MinusOne may determine in MinusOne’s sole and absolute discretion; provided that any adjustments will go into effect in the immediately following month. Payment can be made by credit card, debit card, or other means that MinusOne may make available through a third party payment processor.5.3. Taxes. Customer shall be responsible for the payment of all taxes, levies, duty, or charges imposed by any governmental authority, related to or arising from MinusOne providing or Customer’s use of the Service. Should any such costs be assessed through MinusOne such costs shall be charged to Customer at cost, subject to the timely payment requirements included herein, and Customer agrees to reimburse MinusOne.5.4. Payment Disputes. MinusOne will not exercise its rights under Section 6.3 (Termination for Cause) or Section 6.6 (Suspension of Service) with respect to non-payment by Customer if Customer is disputing the applicable Fees reasonably and in good faith and is cooperating diligently to resolve the dispute. If MinusOne and Customer are unable to resolve such a dispute within thirty (30) days, MinusOne and Customer shall have the right to seek any remedies it may have under these Terms, at law or in equity. Any undisputed amounts must be paid in full.6. TERM AND TERMINATION6.1. Term. These Terms are effective as of the Effective Date and shall continue until terminated in accordance with these Terms.6.2. Termination for Convenience. Customer may terminate Customer’s Account at any time (subject to the terms of Section 5.1), and these Terms shall terminate simultaneously. MinusOne may terminate Customer’s Account and these Terms upon thirty (30) days’ written notice to Customer; provided, that Customer shall still be obligated to pay any applicable Fees during such thirty (30) day period. If Customer terminates Customer’s Account prior to the end of a calendar month, Customer will owe the Fees accrued up until the date of termination. For the avoidance of doubt, upon cancellation, all Fees accrued will become due immediately and Customer authorizes MinusOne to charge Customer’s payment method for such Fees and any applicable taxes. These Terms terminate as to User when (a) the Customer providing User with access to its Account terminates its Account, or (b) Customer removes User’s access to the Service.6.3. Termination for Cause. Customer and MinusOne may terminate these Terms if the other party (a) materially breaches any provision of these Terms and such party fails to cure such breach within thirty (30) days of receiving written notice thereof (including a failure to pay Fees); or (b) (i) voluntarily institutes insolvency, receivership or bankruptcy proceedings, (ii) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within sixty (60) days of the filing of such proceeding, (iii) makes an assignment for the benefit of creditors, or (iv) undergoes any dissolution or cessation of business.6.4. Customer Data Retrieval. Upon written notice to MinusOne, Customer will have up to ten (10) calendar days from notice of termination or expiration of these Terms or Customer’s Account to access the Service solely to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, these Terms and Customer’s Account (including User’s access to Customer’s Account) shall continue in full force and effect for the duration of the Retrieval Right. MinusOne shall have no further obligation to make Customer Data available after termination of these Terms and shall thereafter promptly delete Customer Data. After the Retrieval Right period, Customer will have no further access to Customer Data and Customer and User shall cease use of and access to the Service (including any related MinusOne IP) and delete the Service passwords or access codes in its possession.6.5. Effect of Termination; Survival. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise. The following Sections will survive any expiration or termination of these Terms: Sections 4, 5, 6.4, 6.5, 7.3, 8, 9 and 10.6.6. Suspension of Service. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in these Terms, MinusOne reserves the right to suspend provision of the Service: (a) if Customer is thirty (30) days or more overdue on a payment, (b) if MinusOne deems such suspension necessary as a result of Customer’s or User’s breach of Sections 2.7 (General Restrictions); provided that Customer will have seven (7) days to remedy such breach prior to MinusOne suspending the Service, (c) if MinusOne reasonably determines suspension is necessary to avoid material harm to MinusOne or its other customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of MinusOne’s control, or (d) as required by law or at the request of governmental entities.7. WARRANTY7.1. Mutual Warranty. Each party warrants that it has validly entered into these Terms and has the legal power to do so.7.2. MinusOne Warranty. MinusOne warrants that the Service will operate in substantial conformity with the Documentation. MinusOne will use commercially reasonable efforts to correct any reported nonconformity with the foregoing warranty. If MinusOne is not able to correct any reported nonconformity with this warranty, Customer may terminate Customer’s Account, and Customer, as its sole and exclusive remedy, will be entitled to receive a refund of Fees for the period in which Customer was using the Service and it did not operate in substantial conformity with the Documentation; provided that the foregoing warranty shall be void and of no effect if, (a) Customer does not use the Service in accordance with the Documentation or otherwise breaches these Terms, (b) the failure of the Service to conform to the warranty is caused, in whole or in part, by Customer’s or a third party’s hardware, software, services, acts or omissions, or (c) Customer allows the Service to be modified by any party except MinusOne.7.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE, INCLUDING ANY SAMPLE DATA, IS PROVIDED “AS IS” AND MINUSONE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY OR UPTIME. MINUSONE DOES NOT WARRANT THAT THE USE OF THE SERVICE OR ANY SAMPLE DATA WILL BE UNINTERRUPTED OR ERROR-FREE. MINUSONE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.8. INDEMNIFICATION8.1. Indemnification by MinusOne. MinusOne will defend Customer against any claim, demand, suit or proceeding made or brought against Customer or any User by a third party alleging that the Customer’s or any User’s use of the software incorporated in the Service in accordance with these Terms infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, reasonable attorneys’ fees and costs finally awarded against Customer by a court of competent jurisdiction as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (a) promptly gives MinusOne written notice of the Claim Against Customer, (b) gives MinusOne sole control of the defense and settlement of the Claim Against Customer (except that MinusOne may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives MinusOne all reasonable assistance, at MinusOne’s expense. If MinusOne receives information about an infringement or misappropriation claim related to the Service, MinusOne may, in MinusOne’s discretion, and, at no cost to Customer, (i) modify the Service so that they no longer infringe or misappropriate third party rights, (ii) obtain a license for Customer’s and Users’ continued use of the Service in accordance with these Terms, or (iii) terminate Customer’s Account upon thirty (30) days’ written notice (provided that Customer shall owe all Fees accrued during such thirty (30) day period). The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from (A) the Customer Data, (B) modification of the Service other than by MinusOne, (C) Customer’s or Users’ use or combination of the Service with Customer’s or a third party’s software, hardware or services, if such infringement would not have occurred but for such use or combination, or (D) Customer’s or any User’s negligence, willful misconduct or breach of these Terms. THE FOREGOING STATES THE ENTIRE LIABILITY OF MINUSONE WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT.8.2. Indemnification by Customer. Customer will defend MinusOne against any claim, demand, suit or proceeding made or brought against MinusOne by a third party arising out of or in connection with the Customer Data or Customer’s or any Users’ breach of these Terms (a “Claim Against MinusOne”), and will indemnify MinusOne from any damages, reasonable attorneys’ fees and costs finally awarded against MinusOne by a court of competent jurisdiction as a result of, or for any amounts paid by MinusOne under a court-approved settlement of, a Claim Against MinusOne, provided MinusOne (a) promptly gives Customer written notice of the Claim Against MinusOne, (b) gives Customer sole control of the defense and settlement of the Claim Against MinusOne (except that Customer may not settle any Claim Against MinusOne unless it unconditionally releases MinusOne of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.9. LIMITATION OF LIABILITY. NEITHER PARTY'S AGGREGATE LIABILITY WITH RESPECT TO, ARISING OUT OF OR RELATED TO THESE TERMS WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER. THE FOREGOING LIMITATIONS AND EXCLUSIONS ON LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.10. MISCELLANEOUS10.1. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Version Date” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail or through Customer’s Account. Unless otherwise specified by MinusOne, continued use of the Service after the revised version of these Terms goes into effect will constitute your acceptance of the updated version.10.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms will be binding on and will inure to the benefit of the successors and permitted assigns of the respective parties.10.3. Severability; Interpretation. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect. Section headings are inserted for convenience only and shall not affect the construction of the agreement.10.4. Governing Law and Jurisdiction. These Terms shall be governed by the laws of the Commonwealth of Massachusetts, excluding conflict of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. You hereby irrevocably and unconditionally consent to submit to the sole and exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and of the United States of America located in the Commonwealth of Massachusetts (the "Massachusetts Courts") for any litigation arising out of or relating to these Terms, or the negotiation, validity or performance of these Terms. You hereby waive any objection to the laying of venue of any such litigation in the Massachusetts Courts and agree not to plead or claim in any Massachusetts Court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the Massachusetts Courts.10.5. Notice. Any notice or communication required or permitted under these Terms will be in writing to the parties at the addresses set forth in these Terms or at such other address as may be given in writing by either party to the other in accordance with this Section 10.5 and will be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (iv) if given by email, immediately upon receipt. Notwithstanding the foregoing, except for notices pertaining to non-payment and except as otherwise expressly permitted in these Terms, notices related to termination of these Terms or any claims (including without limitation breach, warranty or indemnity) may not be given via email. Email notifications to MinusOne shall be to notice@minusonedb.com.10.6. Amendments; Waivers. No supplement, modification, or amendment of these Terms will be binding, unless executed in writing by a duly authorized representative of each party to these Terms, except as expressly set forth herein. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver of any breach of these Terms must be in writing in order to be effective.10.7. Entire Agreement. These Terms including the exhibits attached hereto is the entire agreement between you and MinusOne regarding the subject matter of these Terms and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.10.8. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics, epidemics and quarantine restrictions), acts or orders of government, acts of terrorism, or war.10.9. Relationship of the Parties. The parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties.10.10. Export Compliance. The Service or other technology MinusOne makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.10.11. Commercial Computer Software. If the Service is acquired by or on behalf of an agency or instrumentality of the United States government, you acknowledge and agree that such Service is "commercial computer software" or "commercial computer software documentation" developed at private expense and that, absent a written agreement to the contrary, the government's rights with respect to such Service shall be as set forth in these Terms, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as amended and as applicable.ATTACHMENT 1 - RESELLER TERMS AND CONDITIONSA. End User Access. MinusOne hereby grants to Customer a non-exclusive, non-transferable (except in connection with Section 10.2 of the Terms) license to grant the end users of Customer’s service offerings (the “End Users”) a non-exclusive, limited right to access and use the Service as integrated or bundled with Customer’s service offering (the “Integrated Offering”) and not on a stand-alone basis. All use of the Service by End Users in connection with the Integrated Offering shall be subject to each End User’s acceptance of the terms and conditions of a contract between Customer and such End User which governs the use of the Integrated Offering (the “End User Agreement”), which shall include all terms and conditions necessary for Customer to comply with these Terms. If any End User fails to perform any material obligation with respect to the End User Agreement, Customer shall promptly notify MinusOne and cooperate with MinusOne to protect and enforce MinusOne’s rights and title with respect to the Service. Customer shall be free to establish the prices at which it makes available the Integrated Offering to End Users.B. Additional Obligations. For the avoidance of doubt, Customer agrees that it will not permit any End User to engage in the General Restrictions set forth in Section 2.7 of the Terms. In addition, Customer shall not, and shall not permit any End User to, distribute, transfer, sell, license or otherwise make available the Service. Customer shall, at all times, conduct business in a manner that will reflect favorably upon MinusOne and the Service. Customer shall obtain all registrations, licenses and permits required to perform its obligations under these Reseller Terms, pay all taxes and fees due in connection therewith and comply with all applicable laws, rules, regulations and orders relating to its performance under these Reseller Terms (including, without limitation, those concerning the exporting, importing and re-exporting of computer software and the protection of privacy and personal information).C. Assignment of MinusOne IP. In furtherance of Section 4.1 of the Terms, if and to the extent that Customer acquires any ownership interest in or to any MinusOne IP or other intellectual property rights in or related to the Service in connection with the Integrated Offering or otherwise, Customer hereby assigns all such interests and rights to MinusOne.D. Additional Warranty Disclaimer. In addition to the warranty disclaimer set forth in Section 7.3 of the Terms, MinusOne further disclaims any warranty that use of the Service in connection with the Integrated Offering will meet any End User’s requirements, or that the operation of the Service in connection with the Integrated Offering will be error free or uninterrupted, or that all errors will be corrected or repaired.E. No Warranty Pass Through. Customer shall not be entitled to make or pass through any warranties to any third parties regarding the Service or the Integrated Offering as it relates to the Service unless specifically authorized in writing by MinusOne. Customer shall be responsible for all representations and warranties it makes to End Users regarding the Integrated Offering. Customer shall not make any false or misleading representations concerning the Service. MinusOne shall have no liability to any End User for any and all warranties, guarantees or other commitments that may be extended by Customer to End User, and all rights that such End User may have under such warranties shall be solely against Customer.F. Additional Indemnities. In addition to the indemnification obligations set forth in Section 8.2 of the Terms, Customer will indemnify, defend and hold MinusOne harmless from and against any and all liabilities, losses, damages, cost and expenses (including reasonable attorneys’ fees) incurred or suffered by MinusOne as the result of (a) any acts, omissions, or breaches of any other agreements or commitments by Customer, including any agreements relating to the Integrated Offering and Customer’s services, (b) any claim that the Integrated Offering or any Customer service infringes, misappropriates or otherwise violates third party patent, trademark, copyright, trade secret, or other third-party intellectual property rights if such infringement, misappropriation or violation would have been avoided by use of or access to the Service alone, (c) any representation or warranty made by Customer regarding the Service or the Integrated Offerings that was not specifically authorized in writing by MinusOne, (d) modification of the Service by Customer, Customer’s End User or any third party, or (e) the combination or use of the Service with materials or services not furnished by MinusOne (including the Integrated Offering). Customer shall not enter into any settlement or other final resolution that imposes any liability on MinusOne without MinusOne’s prior written consent.G. No Compensation. Under no circumstance shall MinusOne be liable to Customer by reason of termination or non-renewal of these Terms (including the Reseller Terms) for compensation, reimbursement or damages for (a) loss of prospective compensation; (b) goodwill or loss thereof; or (c) expenditures, investments or any type of commitment made in connection with the business of Customer or in reliance on the existence of these Terms.H. Effect of Termination. Upon the effective date of any expiration or termination of the Terms, regardless of cause, all of Customer’s rights to market and access the Service and for End Users to access the Service shall immediately and automatically cease.I. Survival. In addition to the provisions that will survive expiration or termination of the Agreement set forth in Section 6.5, the following provisions in this Attachment 1 will survive: D (Additional Warranty Disclaimer) and F (Additional Indemnities).