Locktivity Services Agreement.

This Locktivity Services Agreement (“Agreement”) is entered into by and between Locktivity, Inc., a Delaware Corporation (“Locktivity”), and the individual or entity accepting this Agreement (“Subscriber”) as of the date Subscriber accesses or uses the Services (“Effective Date”). Locktivity and Subscriber may be referred to individually as a “Party” and together as the “Parties”.

The purpose of this Agreement is to establish the terms and conditions under which Subscriber uses Locktivity’s services available at https://app.locktivity.com (“Services”).

Definitions

“Account” means the Locktivity user account through which Subscriber may access the Services.

“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.

“Agent” means any agent of Subscriber.

“Confidential Information” means any non-public information, including but not limited to, trade secrets, financial information, business plans, customer lists, technical data, and any other proprietary information, disclosed by one party to the other party in connection with this Agreement.

“Documentation” means Locktivity’s standard information related to the use of the Services, found at https://docs.google.com/document/d/1KIFzlQMD0GHOSLndCg44LKoA4h84eyp7yoIMWyRSWVo/edit?usp=sharing

“End-User” means any individual who uses the Services on Subscriber’s behalf or through Subscriber’s Account(s) or passwords, whether authorized or not.

“Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party which prevents the affected Party’s performance of obligations under this Agreement, where such events and circumstances include but are not limited to, acts of God, war, terrorism, civil commotion, labor strikes or disputes, government actions, epidemic, pandemic, natural disasters, and any other events or circumstances that are unforeseeable and unavoidable.

“Intellectual Property Rights” refers to any and all proprietary rights arising from intellectual or creative endeavors, including but not limited to patents, copyrights, trademarks, trade secrets, and any other similar rights.

“Locktivity Group” means all familial companies and Affiliates owned, owned by, or otherwise associated with Locktivity, Inc.

“Locktivity Conduct of Conduct” means the Locktivity Code of Conduct available at https://docs.google.com/document/d/14xbNbSkihtwypGb2jgPDtXjdt4InGit17D2f3dbCTUg/edit?usp=sharing and hereby incorporated into this Agreement.

“Order Form” means an ordering document or online order specifying the services to be provided hereunder that is entered into between Locktivity and Subscriber or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Personal Data” means information relating to an identified or identifiable natural person.

‘Locktivity Suggestions’ means the information, documentation, automated tagging, and any other content provided or created by Locktivity and provided to Subscriber through its use of the Services.

“Service Data” means all information, documents, images, files or materials uploaded, created, modified, or stored in the Services by Subscriber or Subscriber’s End-Users.

“Software” means all software comprising part of or incorporated into the Services or otherwise used in the provision of the Services.

“Subscription Charges” means all fees payable by Subscriber under the terms of this Agreement and any applicable Order Form.

“Subscription Term” shall have the meaning set forth in Section 3.1 of this Agreement.

SECTION 1  The Services

Services. Subject to Subscriber’s compliance with the terms of this Agreement, Locktivity will grant Subscriber a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, pursuant to this Agreement and the applicable Order Form(s). Locktivity will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) planned or emergency maintenance (which Locktivity will use commercially reasonable efforts to give advance notice of planned maintenance via the Site or to the Account owner); and (b) Force Majeure Events.

Force Majeure. If either Party is prevented or delayed in the performance of any of its obligations under this Agreement by a Force Majeure Event, such Party shall be excused from performance to the extent caused by the Force Majeure Event, provided that the affected Party: (a) notifies the other Party in writing of the occurrence of the Force Majeure Event; and (b) resumes performance of its obligations under this Agreement once the Force Majeure Event ceases or is no longer a cause for delay.

Support. Locktivity will, at no additional charge, provide Subscriber standard customer support for the Services in accordance with the terms set forth in the then current Order Form between Locktivity and Subscriber.

Modifications. Subscriber acknowledges that Locktivity may modify the features and functionality of the Services during the Subscription Term. Locktivity shall use commercially reasonable efforts to provide Subscriber with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. Locktivity will not materially decrease the overall functionality of the Services purchased by Subscriber during the Subscription Term.

Additional Features. New features in the Services will be available to Subscriber in accordance with the then current Order Form between Locktivity and Subscriber.

Proof of Concept. If Subscriber has engaged in a Proof of Concept (POC) or Design Partnership offering in accordance with the then current Order Form between Locktivity and Subscriber, the Subscription term will automatically initiate upon the termination of the applicable POC or Design Partnership unless Subscriber informs Locktivity in writing before the final day of the applicable POC or Design Partnership that it wishes to terminate its use of Locktivity’s services, all terms of section 3 of this Agreement (Term, Cancellation and Termination) withstanding.

Early Release. If the Services constitute an early release offering. The Services may not operate correctly and may be substantially modified, or at Locktivity’s option may be revoked at any time. THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND LOCKTIVITY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY LOCKTIVITY, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH SUBSCRIBER.

SECTION 2. USE OF THE SERVICES

Login Management. Access to the Services is restricted to the Subscriber and its authorized users through single sign-on. Subscriber is responsible to manage its Account(s) and End-Users.

Compliance. As between Subscriber and Locktivity, Subscriber is responsible for compliance with the provisions of this Agreement by it and its End-Users and for any and all activities that occur under its Account, which Locktivity may verify from time to time. Without limiting the foregoing, Subscriber will ensure that its, and its End-Users’, use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations Subscriber may maintain or enter into.

Content and Conduct. Subscriber agrees to comply with the Locktivity User Code of Conduct which is hereby incorporated into this Agreement. Further, in Subscriber’s use of the Services, Subscriber agrees not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; or (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software.

Locktivity Suggestions. Locktivity Suggestions are provided solely for the convenience of the Subscriber; Locktivity Suggestions may not be accurate and do not represent decisions by Locktivity; and Locktivity Suggestions have not been reviewed or verified by the applicable vendor. It is the sole responsibility of the Subscriber to review Locktivity Suggestions and to make the decision whether to accept or reject the Locktivity Suggestion. LOCKTIVITY SHALL BEAR NO LIABILITY WITH RESPECT TO THE ACCURACY OF ANY LOCKTIVITY SUGGESTION OR THE DECISIONS MADE BY SUBSCRIBER OR ITS USERS WITH RESPECT TO ANY LOCKTIVITY SUGGESTION.

System Requirements. A high-speed Internet connection is required for proper transmission of the Services. Subscriber is responsible for procuring and maintaining the network connections that connect Subscriber’s network to the Services including, but not limited to, browser software that supports protocols used by Locktivity, including the Transport Layer Security (TLS) protocol or other protocols accepted by Locktivity, and to follow procedures for accessing services that support such protocols. Locktivity is not responsible for notifying Subscriber, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Locktivity. Locktivity assumes no responsibility for the reliability or performance of any connections as described in this Section.

Service Data. Subscriber shall retain sole responsibility for all Service Data, including its content, use and legality, and the means by which Subscriber acquired the Service Data. Locktivity will have no responsibility or liability for the accuracy of data uploaded to the Services by Subscriber, including without limitation, Service Data. LOCKTIVITY SHALL BEAR NO LIABILITY WITH RESPECT TO SERVICE DATA THAT IS LOST OR DAMAGED AS A RESULT OF THE ACTIONS OF SUBSCRIBER, ITS END-USERS OR THE ACTIONS OF ANY INDIVIDUAL WHO USES THE SERVICES ON SUBSCRIBER’S BEHALF OR THROUGH SUBSCRIBER’S ACCOUNT OR PASSWORDS, WHETHER AUTHORIZED OR NOT.

Internal Business Purposes Only. Unless otherwise authorized by Locktivity in this Agreement or expressly agreed to otherwise in writing by Locktivity, Subscriber may not use the Services in any manner where Subscriber acts as a service bureau or provides any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. This Section is not intended to prevent or inhibit the use of the Services to provide business support to multiple End-Users; however, Subscriber agrees not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party.

No Competitive Access. Subscriber may not access the Services if Subscriber is a competitor of Locktivity, Inc. or for the purposes of competing with Locktivity.

SECTION 3. TERM, CANCELLATION AND TERMINATION

Term. The term of this Agreement begins on the Effective Date and will remain in effect as long as the Subscriber has a valid POC, Design Partnership, or Subscription in accordance with an applicable Order Form or Signed Proposal, or until otherwise terminated in accordance with the terms hereof, whichever occurs first (“Subscription Term”). For Subscriptions, the Subscription Term will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Cancellation. Either Party may elect to terminate an Account and subscription to the Services by providing notice in accordance with Section 12 of this Agreement no less than thirty (30) days prior to the end of such Subscription Term.

Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach of this Agreement by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice or is otherwise incurable; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. However, Locktivity may immediately terminate this Agreement for cause without notice if Subscriber materially violates this Agreement or if provision of the Services violates applicable law, regulation or court order.

Effect of Termination. In the event of early termination of a subscription to the Services, no refunds will be issued. Subscriber must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms if either party terminates this Agreement in accordance with Section 3.3. In no event will Locktivity’s termination for cause relieve Subscriber of its obligation to pay any fees payable to Locktivity for the period prior to termination.

Export of Service Data. Upon Subscriber’s written request, Locktivity will make Service Data available to Subscriber for export or download for thirty (30) days after the effective date of termination, expiration or migration of the Account, except (i) for Service Data which has been deleted, (ii) for Service Data which was created and/or used in violation of this Agreement, or (iii) where prohibited by law or legal order. Thereafter, Locktivity will have no obligation to maintain or provide any Service Data and Locktivity may delete Service Data unless prohibited by law or legal order.

SECTION 4. BILLING, PLAN MODIFICATIONS AND PAYMENTS

Unless otherwise expressly set forth in this Agreement, an Order Form, a statement of work, any other supplemental terms, or as otherwise agreed for specific charges, all Subscription Charges are due in full upon commencement of the Subscription Term. If Subscriber fails to pay Subscription Charges or any other charges indicated on any Order Form, or in any supplemental terms agreed to by the Parties, within fifteen (15) days of Locktivity’s notice to Subscriber that payment is delinquent, or if Subscriber does not update payment information upon Locktivity’s request, in addition to other remedies, Locktivity may suspend access to and use of the Services by Subscriber. As permitted by applicable law, Locktivity reserves the right to charge the Subscriber late payment penalties or interest charges on any past-due invoices that are not subject to a previously-noticed good faith dispute as to amount owed. All Subscription Charges 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 Locktivity’s income.

Unless otherwise agreed in writing by the Parties, the Subscription fee will increase by up to ten (10) percent at the discretion of Locktivity upon the commencement of each renewal term.

SECTION 5. CONFIDENTIAL INFORMATION

In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. Except for Locktivity’s Security Non-Disclosure Agreement (where executed by Subscriber), the provisions of this Section 5 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. This Section shall not apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation of this Agreement. For clarity, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

SECTION 6. THIRD PARTY’S AND SERVICE INTEGRITY

Third-Party Service Providers. Locktivity may use third-party service providers that are utilized by the Locktivity Group to assist in providing the Services to Subscriber. Any third-party service providers utilized by Locktivity will be subject to confidentiality obligations which are substantially similar to the confidentiality terms herein. Locktivity shall be responsible for the acts and omissions of members of Locktivity’s third-party service providers to the same extent that Locktivity would be responsible if Locktivity was performing the services of each third-party service provider directly under the terms of this Agreement.

Safeguards. Locktivity will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data.

Service Data. Locktivity will, and Subscriber hereby instructs Locktivity to, access, hold, and process Service Data to provide, secure and improve the Services. Subscriber is solely responsible for the accuracy, content, and legality of all Service Data. When Service Data is used to improve Locktivity machine learning models, Locktivity will take commercially reasonable steps to ensure that Service Data, including Personal Data, is not reproduced by the model to another subscriber, and will take necessary steps to prevent this, such as applying data sanitation algorithms to training data.

SECTION 7. TEMPORARY SUSPENSION

Locktivity reserves the right to restrict functionalities or suspend the Services (or any part thereof), Subscriber’s Account or Subscriber’s and/or Agents’ or End-Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content as deemed reasonably necessary or useful to maintain the integrity and/or security of the Services or terminate a breach of this Agreement or the Services.

SECTION 8. INTELLECTUAL PROPERTY RIGHTS

Intellectual Property Rights. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to Subscriber and its End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of Locktivity associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services and Locktivity’s machine learning algorithms, including all related Intellectual Property Rights, will remain with Locktivity and belong exclusively to Locktivity.

Feedback. Locktivity shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Services that Locktivity receives from Subscriber, its Agents, End-Users, or other third parties acting on Subscriber’s behalf. Locktivity also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Services that Locktivity receives from Subscriber, Agents, End-Users, or other third parties acting on Subscriber’s behalf.

SECTION 9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

Disclaimers. THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND LOCKTIVITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUBSCRIBER ACKNOWLEDGES THAT LOCKTIVITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY SUBSCRIBER FROM LOCKTIVITY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SECTION 10. INDEMNIFICATION

Indemnification by Locktivity. Locktivity will indemnify and defend the Subscriber from and against any claim brought by a third party against Subscriber alleging that Subscriber’s use of the Services as permitted hereunder infringes or misappropriates a third party’s validly U.S. registered technology patent, copyright or trademark (an “IP Claim”). Locktivity will have no liability or obligation under this Section 10.1 with respect to any IP Claim if such claim is caused in whole or in part by (a) compliance with designs, data, instructions or specifications provided by Subscriber; (b) modification of the Service(s) by anyone other than Locktivity or Locktivity personnel; (c) use of the Services in combination with any other Software or services not provided directly by Locktivity; or (d) data processed by Locktivity on behalf of Subscriber. The provisions of this Section 10.1 state the sole, exclusive and entire liability of Locktivity to Subscriber and Subscriber’s sole remedy with respect to an IP Claim.

Indemnification by Subscriber. Subscriber will indemnify, defend and hold Locktivity and its Affiliates harmless against any claim brought by a third party against Locktivity (a) arising from or related to Subscriber’s use of the Services; or (b) alleging that Subscriber’s use of the Services, Subscriber’s marks, or content selected by Subscriber in the design and implementation of the Services, including but not limited to the URL, graphics, illustrations, logos, and marks, or the Service Data, infringes or misappropriates a third party’s Intellectual Property Rights.

SECTION 11. LIMITATION OF LIABILITY

EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (INCLUDING WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA SUBSCRIBER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF LOCKTIVITY), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LOCKTIVITY’S AGGREGATE LIABILITY TO THE SUBSCRIBER, ITS AFFILIATES, ITS OR THEIR END-USERS OR AGENTS, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR SERVICES FEES PAID BY THE SUBSCRIBER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 11.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND OTHER FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF LOCKTIVITY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.

LIMITATION OF LIABILITY IN THE AGGREGATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

Enforceable against Locktivity. Any claims or damages that Subscriber may have against Locktivity shall only be enforceable against Locktivity and not any other entity, nor any officers, directors, representatives or agents of Locktivity or any other entity.

SECTION 12. NOTICE

Notices to Subscriber. All notices provided by Locktivity to Subscriber under this Agreement may be delivered in writing to the contact name, mailing address, and email address associated with Subscriber’s Account, or to such other address as Subscriber may designate by written notice. Subscriber is responsible for keeping its Account contact information current.:

Notices to Locktivity. All Legal Notices provided by Subscriber to Locktivity under this Agreement must be delivered in writing to:

Attn to: Legal

Mailing Address: 422 Larkfield Ctr #1007, Santa Rosa, CA 95403

Email: legal@locktivity.com

All notices provided by either Party to the other shall be deemed to have been given immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2) business days after being deposited in the mail or with a nationally recognized courier as permitted above.

SECTION 13. GOVERNING LAW

Subscriber’s obligations under this Agreement shall survive any termination of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of California. Subscriber hereby agrees that breach of this Agreement will cause Locktivity irreparable damage for which recovery of damages would be inadequate, and that Locktivity shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. Subscriber will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Locktivity.

SECTION 14. GENERAL TERMS

Enforceability. If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term as consistent with the original purpose and intent of this Agreement as possible, and the remaining provisions of this Agreement shall remain in effect.

Publicity. With Subscriber’s prior written approval (not to be unreasonably withheld), Company may create and publish a case study about Subscriber’s use of the services, and may use Subscriber’s name, logo, and approved quotations in its website and marketing materials.

Survival. Sections 5, 8, 9, 10, 11, 13, and 14 shall survive termination of this Agreement. Termination of this Agreement shall not limit a Party’s liability for obligations accrued as of or prior to termination or for any breach of this Agreement.

Relationship of the Parties. The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties. Subscriber is solely responsible for determining whether the Services meet Subscriber’s technical, business, regulatory, or other requirements. Locktivity’s business partners and other third parties, including any third parties with which the Services have integrations or that are retained by Subscriber to provide consulting services, implementation services or applications that interact with the Services, are independent of Locktivity.

Entire Agreement. This Agreement constitutes the entire agreement and supersedes any and all prior agreements between Subscriber and Locktivity, with regard to the subject matter hereof.

Amendment; Waiver. 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, (a) 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 (b) 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.

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 Subscriber. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

Export Regulations. 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), that prohibit or restrict the export or re-export of the Services or any Service Data outside the US.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

By accessing or using the Services, the individual accepting on behalf of Subscriber represents and warrants that (a) they have read, understood, and agree to be bound by this Agreement on behalf of Subscriber, and (b) they have the authority to legally bind the Subscriber to the terms of this Agreement. If the individual does not have such authority, or if Subscriber does not agree to this Agreement, the individual must not accept this Agreement and Subscriber may not access or use the Services.