Myplanet Q Terms of Service

These Myplanet Terms of Services ("Agreement") is a legal agreement entered into by Myplanet Internet Solutions LTD. ("Myplanet") and the entity executing this Agreement ("You"). This agreement governs Your use of the Myplanet Q digital marketing assistant product ("Service"). BY CLICK THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. THIS AGREEMENT INCLUDES ANY FORMS, POLICIES OR EXHIBITS REFERENCED HEREIN. In consideration of the foregoing, the parties agree as follows:

1.                  DEFINITIONS

1.1                "Account" refers to the billing account for the Service.

1.2                "Add-On" means integrations, applications and other add-ons that are used with the Services.

1.3                "Affiliate" means any entity controlled by, in control of, or is under common control with a party to this Agreement, where "control" means either the power to direct the management or affairs of such entity or ownership of 50% or more of the voting securities of such entity.

1.4                "Aggregate/Anonymous Data" means (i) data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to Customer or its Visitors and (ii) anonymous learnings, logs and data regarding use of the Service.

1.5                "Authorized User" means Customer"s employees, contractors, consultant or agencies who are acting for Customer"s benefit and on its behalf.

1.6                "Confidential Information" means code, inventions, know-how, product plans, technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should be reasonably be considered confidential based on the circumstances surrounding the disclosure and nature of the information disclosed.

1.7                "Content" means text, images, videos or other content for the Customer Property that the Customer selects for use with the Service. This Content becomes public on the Customer Properties, so Customer should only provide Content tat it wishes other to see.

1.8                "Customer Data" means (i) Content; (ii) Submitted Data; (iii) Visitor Data; and (iv) any other Customer Data specified.

1.9                "Customer Property or Properties" means (i) Customer Sites; (ii) Customer Apps; or (iii) other types of platforms or properties (as may be supported by the Service) specified in the applicable operation of the Service.

1.10             "Customer Sites" means the web domains and subdomains expressly identified in the operation of the Service.

1.11             "Documentation" means the documentation and other related materials, or any portion thereof, regardless of its form or medium, pertaining to the Service provided or made available to you by Myplanet, and shall include any condensed form of the documentation, and any other work derived therefrom.

1.12             "Intellectual Property Rights" means any right, claim or protection existing from time to time in a specific jurisdiction, whether registered or not, and whether existing under law, equity or under any other theory including, without limitation, under any patent law or other invention or discovery law, copyright law, performance or moral rights law, design law, trade-secret law, confidential information law (including breach of confidence), trade-mark law, trade-name law, passing off, unfair competition law or other similar laws, and includes legislation or regulation by competent governmental authorities, administrative decisions and judicial decisions under common law or equity, and for greater certainty includes where applicable the right to file any applications to claim that right, claim or protection, and the right to claim for the same the priority rights derived from any applications filed under any treaty, convention, or any domestic laws of a country in which a prior application is file.

1.13             "Myplanet Code" means the code developed and provided by Myplanet to the Customer for use in connection with the Service, which may include Myplanet"s JavaScript code (for Customer sites), Add-Ons or other code developed and provided by Myplanet.

1.14             "Myplanet Service" means the specific, proprietary, Software-as-a-Service product of Myplanet specified in Customer"s order form, including any related Myplanet code and Documentation." "Myplanet Service" expressly excludes any and all third party products.

1.15             "Myplanet Technology" means the Myplanet Services, any and all related or underlying Documentation, Technology, Code, Know-how, Logos and Templates, anything delivered as part of Support or Other Services, any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback.

1.16             "Processing Software" means the Myplanet server-side software and any upgrades, which analyzes customer data and generates insights or reports.

1.17             "Privacy Policy" means the privacy policy on a property.

1.18             "Profile" means the collection of settings that together determine the information to be included in, or excluded from, a particular report.

1.19             "Regulated Data" means: (i) any personally identifiable information (other than information about Authorized Users necessary to create user accounts); (ii) any patient, medical or other protected or regulated health information (including HIPAA-regulated data); or (iii) any government IDs, financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations (including data covered under the Gramm-Leach-Bliley Act or related rules or regulations).

1.20             "Report" means the resulting analysis shown by the Service for a given Profile.

1.21             "Scope of Use" means the usage limits or other scope of use descriptions for the Service included in the applicable Order Form or Documentation. These include any numerical limits on Visitors or Authorized Users, descriptions of product feature levels and names or numerical limits for Customer Properties.

1.22             "Servers" means the servers controlled by Myplanet on which the processing software and customer data are stored.

1.23             "Software" means the Myplanet Service and processing software.

1.24             "Submitted Data" means data uploaded, inputted or otherwise submitted by Customer to the Service, including Third Party Content.

1.25             "Term" means the term for the subscription to the applicable Service, as specified on Customer"s order form(s).

1.26             "Third Party Content" means content, data or other materials that Customer provides to the Service from its third-party data providers, including through Add-Ons used by Customer.

1.27             "Third Party Product" means any Add-On, applications, integrations, software, code, online services, systems and other products not developed by Myplanet.

1.28             "Visitor" means any end user of a Customer Property.

1.29             "Visitor Data" means the data concerning the characteristics and activities of Visitors on the Customer Properties collected for Customer by the Service, including any such data specified in the Service-Specific Terms.

 

The words "include", "includes" and "including" mean "including but not limited to".

 

2.                  Account REGISTRATION, USAGE

Customer and its Authorized Users may need to register for an account with the Service in order to place orders or to access or receive Service. Account information must be accurate, current and complete, and will be governed by Myplanet"s Privacy Policy (currently available at https://www.myplanet.com/article/privacy). Customer agrees to keep this information up-to-date so that Myplanet may send notices, statements and other information by email or through Customer"s account. Customer must ensure that any user IDs, passwords and other access credentials (such as API tokens) for the Service are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person"s access to its account and any Service. Customer will be responsible for any and all actions taken using its and its users" accounts, passwords or access credentials. Customer must notify Myplanet immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others.

3.                  RIGHTS OF USE

3.1                Use of Myplanet Services. Subject to all terms and conditions of this Agreement, Myplanet grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Subscription Term to access and use the Service designated on Customer"s Order Form solely for Customer"s internal business purposes, but only in accordance with this Agreement (including without limitation any applicable Service-Specific Terms), the Documentation, and all applicable Scope of Use descriptions. Where specified in the Service-Specific Terms, the Service may require installation of Myplanet Code on Customer Properties. In such cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Myplanet Code on the specified Customer Properties and, in the case of Customer Apps, to distribute the installed Myplanet Code with Customer Apps.

3.2                Use by Others. Customer may permit its Authorized Users to use the Service provided their use is for Customer"s benefit only and remains in compliance with this Agreement. Customer will be responsible and liable for all Authorized Users" use and access and their compliance with the terms and conditions herein. Use by all Authorized Users in aggregate will count towards applicable Scope of Use restrictions.

3.3                General Restrictions. Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, sublicense or provide access to the Service to a third party (except Authorized Users as specifically authorized above); (ii) incorporate the Service (or any portion thereof) into, or use it with or to provide, any site, product or service, other than on Customer Properties owned-and-operated by Customer and as specifically permitted above; (iii) use the Service (or any portion thereof) for time sharing purposes or for a third party"s benefit; (iv) publicly disseminate information regarding the performance of the Service (which is deemed Myplanet Confidential Information); (v) modify or create a derivative work of the Service or any portion thereof; (vi) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Service (including Myplanet Code), except to the extent expressly permitted by applicable law and then only upon advance notice to Myplanet; (vii) break or circumvent any security measures or rate limits for Myplanet Services;(viii) distribute any portion of the Service other than the Myplanet Code installed in Customer Apps as specifically permitted above; or (ix) remove or obscure any proprietary or other notices contained in the Service including in any reports or output obtained from the Service.

3.4                  Beta Releases and Free Access Subscriptions. Myplanet may provide Customer with a Myplanet Service or Myplanet Code for free or on a trial basis (a "Free Access Subscription") or with "alpha", "beta" or other early-stage Myplanet Services, Myplanet Code, integrations or features ("Beta Releases"). This Section will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Customer"s Scope of Use allocations) and supersedes any contrary provision in this Agreement. Myplanet may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in this Agreement, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH MYPLANET WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER"S SOLE RISK. Myplanet makes no promises that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Myplanet may terminate Customer"s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Myplanet"s sole discretion, without liability.

4.                  CUSTOMER DATA

4.1                Rights in Customer Data. As between the parties, Customer retains all right, title and interest (including any intellectual property rights) in and to the Customer Data, all Customer Properties and all content contained therein (excluding any Myplanet Technology). Customer hereby grants Myplanet a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Customer Data solely to the extent necessary to provide the Service and related services to Customer and as otherwise provided below. For Content, this includes the right to publicly display and perform Content and the Customer Properties (including derivative works and modifications) as directed by Customer through the Service.

4.2                Aggregate/Anonymous Data. Customer agrees that Myplanet will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Myplanet Technology, which Myplanet may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Myplanet"s products and services and to create and distribute reports and other materials). Myplanet will not distribute Aggregate/Anonymous Data in a manner that personally identifies Customer or its Visitors.

4.3                Security. Myplanet agrees to maintain technical and organizational measures designed to secure its systems from unauthorized access, use or disclosure. These measures will include: (i) storing Customer Data on servers located in a physically secured location and (ii) using firewalls, access controls and similar security technology designed to protect Customer Data from unauthorized disclosure. Myplanet takes no responsibility and assumes no liability for any Customer Data other than its express security obligations in this Section.

4.4                Storage. Myplanet does not provide an archiving service. During the Subscription Term, Customer acknowledges that Myplanet may delete Content no longer in active use. Myplanet expressly disclaims all other obligations with respect to storage. Additional storage terms may be specified in the applicable Service-Specific Terms.

5.                  CUSTOMER OBLIGATIONS

Customer agrees to: (i) maintain a legally-adequate privacy policy on its Customer Properties and provide all required disclosures to its Visitors; (ii) obtain all necessary rights, releases and consents to allow Customer Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant Myplanet the rights herein; (iii) not submit, collect or use any Regulated Data to or with the Service (including from Third Party Products) except where expressly permitted by the Service-Specific Terms; (v) comply with any third party terms applicable to any Customer Apps (such as app store terms) and to Third Party Products used in connection with the Service; and (vi) not take any action that would cause Myplanet, the Service or the Myplanet Code to become subject to any third party terms (including open source license terms). Customer represents and warrants that its Customer Properties and the collection, use and disclosure of Customer Data will not violate third party rights, including intellectual property, privacy and publicity rights. If Customer receives any take down requests or infringement notices related to Customer Data or its use of Third Party Products, it must promptly stop using these items with the Services and notify Myplanet. Reseller and/or Myplanet in accordance with the Reseller Supply Agreement, subject to your customary security protocols.

6.                  SERVICES

Myplanet provides Customers with email-based support via support@askq.io. Additional support services may be available to Customer upon payment of applicable fees (if any), as specified in Customer"s Order Form. Any support services are subject to this Agreement and Myplanet"s applicable support policies. Myplanet may also provide onboarding, deployment and other services under this Agreement. The scope, pricing and other terms for these additional services will be set forth in an Order Form, Order Form exhibit or other document referencing this Agreement. Customer may use anything delivered as part of these additional services internally during its Subscription Term to support its authorized use of the Myplanet Service, subject to the restrictions in Section 4 (Use Rights) above applicable to the Service itself. Myplanet"s ability to deliver services will depend on Customer"s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the services. For avoidance of doubt, Customer retains ownership of any Confidential Information it provides to Myplanet.

7.                  Fees and payment

Customer agrees to pay all fees in U.S. dollars within thirty (30) days of the invoice date, unless a different currency or payment period is specified in the applicable Order Form. Myplanet"s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Myplanet. Customer will make tax payments to Myplanet to the extent amounts are included in Myplanet"s invoices. Some customers may have the option to pay by credit card. If Customer is paying by credit card, it authorizes Myplanet to charge fees and other amounts automatically to Customer"s credit card without invoice. Unless otherwise specified in an Order Form or Service-Specific Term, such charges typically occur monthly in advance, though overage fees (if any) may be charged in arrears. Payments are non-refundable and non-creditable and payment obligations non-cancellable. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law.

8.                  TERM AND TERMINATION

8.1                Term. This Agreement is effective until all Subscription Terms for the Myplanet Service(s) have expired or are terminated as expressly permitted herein.

8.2                Subscription Term and Renewals. By placing an Order Form for purchase of a Myplanet Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause) or a Service-Specific Term. Each Subscription Term will automatically renew for additional successive twelve-month periods unless: (i) otherwise stated on the applicable Order Form or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. If no subscription start date is specified on the applicable Order Form, the subscription starts when Customer first obtains access to the Service. Pricing for any Subscription Term renewal, new Order Form or Order Form change will be at Myplanet"s then-applicable rates.

8.3                Suspension of Service. Myplanet may suspend Customer"s access to the Service(s) if: (i) Customer"s account is overdue or (ii) Customer has exceeded its Scope of Use limits. Myplanet may also suspend Customer"s access to the Myplanet Service(s), remove Customer Data or disable Third Party Products if it determines that: (a) Customer has breached Sections 4 (Use Rights) or 6 (Customer Obligations) or (b) suspension is necessary to prevent harm or liability to other customers or third parties or to preserve the security, stability, availability or integrity of the Service. Myplanet will have no liability for taking action as permitted above. For avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period. However, unless this Agreement has been terminated, Myplanet will cooperate with Customer to restore access to the Myplanet Service once it verifies that Customer has resolved the condition requiring suspension.

8.4                Termination for Cause. Either party may terminate this Agreement, including any related Order Form, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors" arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Myplanet may also terminate this Agreement or any related Order Forms immediately if Customer breaches Sections 4 (Use Rights) or 6 (Customer Obligations) or for repeated violations of this Agreement.

8.5                Effect of Termination. Upon any expiration or termination of this Agreement or an Order Form: (i) Customer"s license rights shall terminate and it must immediately cease use of the applicable Myplanet Service(s) (including any related Myplanet Technology), cease distributing any Myplanet Code installed on its Customer Properties, and delete (or, at Myplanet"s request, return) any and all copies of the Myplanet Code, any Myplanet documentation, passwords or access codes and any other Myplanet Confidential Information in Customer"s possession, custody or control and (ii) Customer"s right to access any Customer Data in the applicable Myplanet Service will cease and Myplanet may delete any such data in its possession at any time. If Myplanet terminates this Agreement for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

8.6                Survival. The following Sections survive any expiration or termination of this Agreement: 2 (Definitions); 3 (Account Registration and Use); 4.3 (General Restrictions); 4.4 (Beta Releases and Free Access Subscriptions); 5.1 (Rights in Customer Data); 5.2 (Aggregate/Anonymous Data); 8 (Fees and Payment); 9 (Term and Termination); 10 (Confidential Information); 11 (Myplanet Technology); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Third-Party Products and Integrations); and 16 (General).

9.                  CONFIDENTIAL INFORMATION

9.1                Obligation of Confidentiality. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party"s Confidential Information to third parties except as permitted by this Agreement; and (ii) use the other party"s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party"s Confidential Information with its employees, agents or contractors having a legitimate need to know (which, for Myplanet, includes the subcontractors referenced in Section 16.4), provided that such party remains responsible for any recipient"s compliance with the terms of this Section 10 and these recipients are bound to confidentiality obligations no less protective than this Section.

9.2                Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party"s Confidential Information. A party may also disclose the other party"s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

9.3                Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

10.              MYPLANET TECHNOLOGY

10.1             Ownership and Updates. This is a subscription agreement for access to and use of the Service. Customer acknowledges that it is obtaining only a limited right to use the Service and that irrespective of any use of the words "purchase", "sale" or similar terms, no ownership rights are transferred to Customer under this Agreement. Customer agrees that Myplanet (or its suppliers) retains all rights, title and interest (including all intellectual property rights) in and to all Myplanet Technology (which is deemed Myplanet"s Confidential Information) and reserves any licenses not specifically granted herein. Other than the Myplanet Code, the Service is offered as an on-line, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Myplanet Service and that Myplanet at its option may make updates, bug fixes, modifications or improvements to the Service from time-to-time.

10.2               Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Myplanet (collectively, "Feedback"), Customer hereby grants Myplanet a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Myplanet"s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.

11.              INDEMNIFICATION

Customer will indemnify and hold Myplanet harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney"s fees) arising from or pertaining to any Customer Data, Customer Property (including services or products provided through such property), or breach or alleged breach of Section 6 (Customer Obligations). Customer also agrees to defend Myplanet against these claims at Myplanet"s request, but Myplanet may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Customer must not settle any claim without Myplanet"s prior written consent if the settlement does not fully release Myplanet from liability or would require Myplanet to admit fault, pay any amounts or take or refrain from taking any action.

12.              DISCLAIMERS

ALL MYPLANET TECHNOLOGY AND RELATED SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. NEITHER MYPLANET NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. MYPLANET MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT MYPLANET TECHNOLOGY WILL MEET CUSTOMER"S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT MYPLANET TECHNOLOGY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. MYPLANET DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. MYPLANET WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, THIRD PARTY PRODUCTS, THIRD PARTY CONTENT, OR NON- MYPLANET SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM CUSTOMER IN BREACH OF THIS AGREEMENT, FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON MYPLANET TECHNOLOGY OR MYPLANET"S RELATED SERVICES (INCLUDING CHANGES TO CUSTOMER PROPERTIES). CUSTOMER ACKNOWLEDGES THAT MYPLANET IS NOT A BUSINESS ASSOCIATE OR SUBCONTRACTOR (AS THOSE TERMS ARE DEFINED IN THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT) AND THAT THE MYPLANET SERVICE IS NOT HIPAA COMPLIANT. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

13.              LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL MYPLANET OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MYPLANET"S OR ITS SUPPLIERS" TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO MYPLANET FOR THE APPLICABLE MYPLANET SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, MYPLANET"S TOTAL LIABILITY SHALL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY"S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY"S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY MYPLANET TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14.              GENERAL

14.1             Assignment. This Agreement will bind and inure to the benefit of each party"s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Myplanet may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.

14.2             Notices. Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices) to Myplanet at the following address, legal@askq.io, and include "Attn. Legal Department" in the subject line. Myplanet may send notices to the e-mail addresses on Customer"s account or, at Myplanet"s option, to Customer"s last-known postal address. Myplanet may also provide operational notices regarding the Service or other business-related notices through conspicuous posting of such notice on Myplanet"s website or the Service. Each party hereby consents to receipt of electronic notices. Myplanet is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.

14.3             Publicity. Unless otherwise specified in the applicable Order Form, Myplanet may use Customer"s name, logo and marks (including marks on Customer Properties) to identify Customer as a Myplanet customer on Myplanet"s website and other marketing materials.

14.4             Subcontractors. Myplanet may use subcontractors and permit them to exercise the rights granted to Myplanet in order to provide the Service and related services under this Agreement. These subcontractors may include, for example, Myplanet"s hosted service and CDN providers. However, subject to all terms and conditions herein, Myplanet will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the Myplanet Services if and as required under this Agreement.

14.5             Subpoenas. Nothing in this Agreement prevents Myplanet from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Myplanet will use commercially reasonable efforts to notify Customer where permitted to do so.

14.6             Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party"s behalf without the other party"s prior written consent.

14.7             Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

14.8             Export. Customer is responsible for obtaining any required export or import authorizations for use of the Myplanet Services. Customer represents and warrants that it, its affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country. Customer must not access or use the Myplanet Service in violation of any U.S. export embargo, prohibition or restriction.

14.9             U.S. Government Rights. If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

14.10         Amendments; Waivers. Myplanet may update or modify this Agreement (including any Service-Specific Terms, referenced policies and other documents) from time to time. If Myplanet modifies the Agreement during Customer"s Subscription Term, the modified version will take effect upon Customer"s next Subscription Term renewal, except that: (i) changes to the policies referenced herein (such as the Acceptable Use Policy) will take effect thirty (30) days from the date of posting; (ii) if Myplanet launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer"s acceptance; and (iii) any updated or modified Agreement will take effect immediately for Free Access Subscriptions or if Customer accepts new Order Forms or Order Form changes following the modification. Customer may be required to click through the updated Agreement to show acceptance; in any event, continued use of Free Access Subscriptions or any renewal of a Subscription Term following the update shall constitute acceptance of the updated Agreement. If Customer does not agree to the updated Agreement after it takes effect, Customer will no longer have the right to use the Service. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.

14.11         Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

14.12         No Third Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form and not any affiliated entities.

14.13         Attorneys" Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys" fees and costs for the action.

14.14         Entire Agreement. This Agreement represents the parties" complete and exclusive understanding relating to the Agreement"s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Myplanet Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.

14.15         Governing Law; Jurisdiction and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Ontario (without reference to conflicts of laws principles)." The competent courts in the Province of Ontario shall have non-exclusive jurisdiction over all disputes relating to this Agreement." The parties irrevocably attorn and consent to the non-exclusive jurisdiction of those courts."