SERVICE TERMS AND CONDITIONS OF USE

PLEASE READ THIS AGREEMENT CAREFULLY. IT DEFINES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE WEB SITE AND CLOUD SERVICE ("SERVICE"). IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS THEN DO NOT USE THE SERVICE.

OnApplied LLC ("Company") may revise these Terms and Conditions at any time. You should review the Terms and Conditions periodically because they are binding and conditional for your use.

Updated: April 1, 2018

Section 1. Use of Material.

The Company authorizes you to view and download a single copy of the Material provided by this Service solely for your personal individual commercial or non-commercial use. Special rules may apply to the use of certain software and other materials provided by the Service and are listed as "Legal Notices" and are incorporated into this Agreement by reference.

The content provided by this Service such as text, graphics, images, data, and other material ("Material"), are protected by copyright under both United States and foreign laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell, modify, reproduce, display, or distribute the Material in any way. The use of the Material in any other Service or exclusive networked computer environment for any purpose is prohibited.

If you violate any of these Terms, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material.

Section 2. Company's Liability.

The Material may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Material or about the results to be obtained from using the Service and the Material. The use of the Service and the Material is at your own risk. Changes are made periodically and may be made at any time. The Company is not responsible for Material provided by third-parties.

THE COMPANY DOES NOT WARRANT THIS SERVICE WILL OPERATE ERROR FREE OR THAT THIS SERVICE AND ITS SERVERS ARE FREE OF VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.

THE SERVICE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES, SOFTWARE, DATA, GRAPHICS, LINKS, OR ANY OTHER MATERIALS.

Section 3. Disclaimer of Consequential Damages.

IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED OR USED BY THIS SERVICE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 4. User Submissions.

Generally, any communication which you post through the Service is considered to be non-confidential. If particular Service channels permit the submission of communications which will be treated by the Company as confidential, that fact will be stated in special "Legal Notices". By posting communications through the Service, you automatically grant the Company a royalty-free, perpetual, irrevocable nonexclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sub-license such rights through multiple tiers of sub-licensees.

As a Service User, you are responsible for your own communications and are responsible for the consequences of their posting. You must not do the following things: Post material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it; post material that reveals trade secrets, unless you own them or have the permission of the owner; post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another User or any other person or entity; post a sexually-explicit image; post advertisements or solicitations of business; post chain letters or pyramid schemes, or impersonate another person.

The Company does not represent or guarantee the truthfulness, accuracy, or reliability of any communications posted by other Users or endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other Users will be at your own risk.

The Company is not responsible for screening or monitoring material posted by Users. If notified by a User of communications which allegedly do not conform to this Agreement, the Company may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the communication. The Company has no liability or responsibility to Users for performance or nonperformance of such activities. The Company reserves the right to expel Users and prevent their further access to the Service for violating this Agreement or the law and the right to remove communications which are abusive, illegal, or disruptive.

Section 5. Links to Other Materials.

The Service contains links and access to third party Materials and services. These are provided solely as a convenience to you and not as an endorsement by the Company of such third-party Materials. The Company is not responsible for the Materials of third-parties and does not make any representations regarding the content or accuracy of such Materials. If you decide to access third-party Materials you do so at your own risk.

Section 6. Software Licenses.

All software that is made available for downloading from the Service ("Software") is protected by copyright and may be protected by other rights. The use of such software is governed by the terms of the software license agreement or designated "Legal Notices" accompanying such software ("License Agreement"). The downloading and use of Software is conditioned on your agreement to be bound by the terms of the License Agreement.

Section 7. Limitation of Liability.

Unless otherwise expressly provided in a Software License or Legal Notice, the aggregate liability for the Company to you for all claims arising from the use of the Materials (including Software) is limited to the amount of your paid Company invoice incurred during the previous billing cycle.

Section 8. Indemnity.

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions or demands, including, without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Material (including Software) or your breach of the terms of this Agreement. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

Section 9. Export Control.

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Materials (including Software) to countries or persons prohibited under the export control laws. By downloading the Materials (including Software), you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Materials (including Software).

Section 10. User Information.

The Company may use the information it obtains relating to you, including your IP address, name, mailing address, email address, and your use of the Materials for internal business and Service continuity purposes. The Company will not disclose the information to third parties for any purpose without your permission. See our Privacy Policy for more information.

Section 11. General.

The Service is based in Oakdale, Minnesota. The Company makes no claims the Materials are appropriate or may be downloaded outside of the United States. Access to the Materials (including Software) may not be legal by certain persons or in certain countries. If you access the Service from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement is governed by the internal substantive laws of the State of Minnesota, without respect to its conflict of laws principles. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a particular "Legal Notice", "Privacy Policy", or Software License or Material, this Agreement constitutes the entire Agreement between you and the Company with respect to the use of the Service. Any changes to this Agreement must be made in writing by an authorized representative of the Company.