Distributor Account Terms and Conditions

1. City Hive's Service City Hive provides cloud-based e-commerce digital and technology services, infrastructure, hosting, site management and other digital and technology tools and services in the form of websites and mobile applications ("Service" or "Services").
2. Modification or Discontinuation of the Service City Hive may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Sites, at City Hive's sole discretion and without further notice, however, if City Hive makes any material adverse change in the core functionality of the Service, then Customer will be notified by posting an announcement on the Sites and/or via the Service or by sending Customer an email.
3. No Contingency on Future Releases and Improvements Customer hereby acknowledges that the purchase of the Service and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by City Hive of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or dependent on any public comments City Hive makes, orally or in writing, regarding any future functionality or feature (except as set forth herein).
4. Technical Support and Committed Uptime Customer will be entitled to City Hive technical support and an uptime commitment as set forth in Exhibit C.

1. Account Registration To register to the Service for the first time, Customer shall create an account ("Account") with the Service directly or jointly with City Hive. The first user of the Account is automatically assigned as the Account administrator (the "Admin").
2. Customer Registration Information When creating an Account or when Customer is added into an Account and creating a user profile (the "User Profile"), Customer: (i) agrees to provide City Hive with accurate, complete, and current registration information about themselves; (ii) acknowledges that it is Customer's responsibility to ensure that the Account password remains confidential and secure; (iii) agree that Customer is fully responsible for all activities that occur under the Customer's User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify City Hive in writing if Customer becomes aware of any unauthorized access or use of the Customer Account or User Profile and/or any breach of this Agreement. City Hive may assume that any communications received under the Customer's User Profile have been made by Customer. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by City Hive or a third party, due to any unauthorized usage of the Account by either Customer or any other User or third party on the Customer's behalf.
3. User Verification Customer understands and agrees that City Hive may require information that may be used to confirm Customer's identity and help ensure the security of Customer's Account and/or Users. In the event that the Customer or the Admin loses access to an Account or otherwise request information about an Account, City Hive reserves the right to request from Customer or such Admin (as the case may be) any verification deemed necessary before restoring access to or providing information about such Account.
4. Account Admins The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control Customer's (and other Users) use of the Account; (ii) purchase, upgrade or downgrade the Service; (ii) create, monitor or modify Users' actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); and (iv) integrate or disable integration with Third Party Services. Customer also acknowledges that Customer's Account can become managed by a representative of the entity that owns or controls the email address domain with which the Customer's Account was created or registered.
5. Other Users There are several types of Account users, such as guests, viewers, team members, or other roles specified by the Customer, all of whom are defined within the Service and referred to herein as "Authorized Users", and collectively with the Admin, the "Users". The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Account Admin(s).
6. Responsibility for Authorized Users Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite other Users, the right to incur charges on the Account, the right to access, modify or share boards, etc. Customer is responsible for the activities of all of its Users, including how Users use the Customer Data, even if those Users are not from Customer's organization or domain. Further, Customer acknowledges that any action taken by a User of Customer's Account, is deemed by City Hive as an authorized action by Customer, hence Customer shall have no claim in this regard.

1. Customer Data Customer Data is any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by Customer or any User and is processed by City Hive on Customer's behalf (the "Customer Data"). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. Subject to this Agreement, Customer grants City Hive a non-transferable (except as set forth herein), non-exclusive, worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, disclose, publish, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide the Service to the Customer; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when City Hive has a good faith belief, or has received a complaint alleging, that such Customer Data is in violation of this Agreement; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by Customer.
2. Responsibility for Customer Data Compliance Customer represents and warrants that: (i) Customer has or has obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that the Customer submits, posts or displays on or through the Service; and (ii) the Customer Data submitted by Customer, use of such Customer Data by Customer, and use of such Customer Data by City Hive, as set forth in this Agreement, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the "Laws"); (c) violate any of Customer's or third party's policies and terms governing the Customer Data. Other than City Hive's security and data protection obligations expressly set forth in Section 5, City Hive assumes no responsibility or liability for Customer Data, and Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that City Hive is not obliged to monitor and/or moderate the Customer Data and there shall be no claim against City Hive of not acting so.

1. City Hive's Intellectual Property. The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, "City Hive Materials"), are the property of City Hive and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between Customer and City Hive, City Hive retains all right, title and interest, including all intellectual property rights, in and to the City Hive Materials.
2. Customer Reference Customer acknowledges and accepts that City Hive has the right to use Customer's name and logo to identify Customer as a customer of City Hive or User of the Service, on City Hive's website, marketing materials or otherwise by public announcements (except as set forth herein). Customer may revoke such right, at any time, by contacting legal@cityhive.net.
3. Customer Access and Use Rights Subject to the terms and conditions of this Agreement, and Customer's compliance thereof, City Hive grants Customer a limited, worldwide, non-exclusive (except as set forth herein), non-transferable right to access and use the Service and Sites, during the applicable Subscription Term.
4. Use Restrictions Except as expressly permitted in this Agreement, Customer may not, and shall not allow an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to Customer's affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; (v) take any action that imposes or may impose (at City Hive's sole discretion) an unreasonable or disproportionately large load on the City Hive infrastructure or infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter City Hive's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without City Hive's prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Authorized Users) to do any of the foregoing.
5. Feedback As a User of the Service and/or Sites, Customer may provide suggestions, comments, feature requests or other feedback to any of City Hive Materials, the Service, and/or the Sites ("Feedback"). Such Feedback is deemed an integral part of City Hive Materials, and as such, it is the sole property of City Hive without restrictions or limitations on use of any kind. City Hive may either implement or reject such Feedback, without any restriction or obligation of any kind. Customer (i) represents and warrants that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to City Hive any right, title and interest Customer may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists' rights, or any other similar rights, worldwide, in or to such Feedback.
6. API Use City Hive may offer an application programming interface that provides additional ways to access and use the Service ("API"). Such API is considered a part of the Service, and its use is subject to all this Agreement. Customer may only access and use the City Hive API for Customer's internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems Customer uses internally. When using the API Customer should follow City Hive's relevant developer guidelines. City Hive reserves the right at any time to modify or discontinue, temporarily or permanently, Customer's access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and Customer is solely responsible to ensure that Customer's use of the API is compatible with the current version.

1. Security City Hive implements reasonable security measures and procedures to assist in protecting Customer Data.
2. Anonymous Information Notwithstanding any other provision of this Agreement, City Hive may collect, use and publish Anonymous Information (defined below) relating to Customer's use of the Service and/or Sites, and disclose it for the purpose of providing, improving and publicizing City Hive's products and services, including the Sites and Service, and for other business purposes. "Anonymous Information" means information which does not enable identification of an individual, such as aggregated transactions and analytics information. City Hive owns all Anonymous Information collected or obtained by City Hive.

1. Subscription Fees In consideration for the provision of the Service, Customer will pay City Hive the applicable fees set forth in Exhibit A, attached hereto. To the extent that fees are payable to City Hive hereunder, Customer shall pay all fees and charges in US Dollars, plus all applicable taxes, within thirty (30) days after the date of receipt of City Hive's invoice. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. City Hive reserves the right to change the Subscription Fees at any time as specified in Exhibit A, upon notice to Customer if such change may affect Customer's existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, City Hive may at their sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account.
2. Subscription Term The Service is provided on a subscription basis for the term set forth in Exhibit A, in accordance with the respective subscription plan (the "Subscription Term" and the "Subscription Plan", respectively, and collectively the "Subscription").
3. Taxes All fees and charges are exclusive of any taxes imposed in the U.S. or any state, city, county, or locality located therein, and Customer is liable for and responsible for paying all such applicable taxes to the applicable tax authority or City Hive, as required by the relevant Law.
4. Subscription Upgrade During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) upgrading to a higher type of Subscription Plan; (ii) adding add-on features and functionalities; and/or (iii) upgrading to a longer Subscription Term (collectively, "Subscription Upgrades"). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won't, as indicated within the Service and/or an order form provided by City Hive ("Order Form"). Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at City Hive's then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.
5. Subscription Auto-Renewal. In order to ensure that Customer will not experience any interruption or loss of services, Customer's Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period of twelve (12) months and, unless otherwise notified to Customer, at the same price subject to applicable annual fee increases as outlined in Exhibit A plus applicable tax changes. Accordingly, unless either Customer or City Hive cancels the Subscription prior to its expiration, City Hive will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, with a minimum of ninety (90) days notice through the Account settings or by contacting City Hive. Except as expressly set forth in this Agreement, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term and will be subject to a balance of payments for the remainder of the Subscription Term for a maximum of up to twelve (12) months.

1. Pre-Released Services Note that City Hive may offer, from time to time, certain Services in an Alpha or Beta versions (the "Pre-Released Services") and City Hive uses best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
2. Governing Terms of Pre-Released Services The Pre-Released Services are governed by this Agreement, provided that notwithstanding anything in this Agreement or elsewhere to the contrary, in respect of Pre-Released Services (i) such services are licensed hereunder on as "As-Is", "With All Faults" "As Available" basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertaking by City Hive set forth in Section 13.2 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CITY HIVE, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT (INCLUDING THE SITES, THE SERVICE AND THE THIRD PARTY SERVICES), EXCEED US$100. City Hive makes no promises that any Pre-Released Services will be made available to Customer and/or generally available.

1. Term The Agreement shall be effective as of the Effective Date and shall continue until terminated earlier or as set forth in Exhibit A.
2. Termination for Cause Either party shall have the right to terminate this Agreement, in whole or in part, by written notice to the breaching party if the breaching party materially breaches any term of this Agreement and such breach or default is not cured to non-breaching party's reasonable satisfaction within thirty (30) days of receipt of notice from the non-breaching party describing the breach; provided, that the non-breaching party shall have the right to immediately terminate this Agreement, in whole or in part, in the event of any material breach by the breaching party that cannot be cured within such thirty (30) day cure period.
3. Termination for Convenience Customer may terminate its Subscription to the Service by cancelling the Service, whereby such termination shall not derogate from Customer's obligation to pay applicable Subscription Fees. In accordance with Section 6 above, unless mutually agreed otherwise by Customer and City Hive in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer's obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect for up to twelve (12) months, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees.
4. Effect of Termination of Service Upon any termination or expiration of this Agreement, in whole or in part, for any reason, all rights granted to Customer hereunder with respect to the portion of the Services that have been terminated shall terminate, or if the entire Agreement has been terminated, then all such rights shall terminate. It is Customer's sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, City Hive may continue to store and host it until either Customer or City Hive, at City Hive's sole discretion, deletes such Customer Data, and during such period, Customer shall still be able to make a limited use of the Service in order to export the Customer Data (the "Read-Only Mode"), but note that City Hive is not under any obligation to maintain the Read-Only Mode period, hence such period may be terminated by City Hive, at any time, with or without notice to Customer, and subsequently, the Customer Data will be deleted. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of this Agreement, and therefore City Hive shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of this Agreement shall not relieve Customer from its obligation to pay due Subscription Fees.
5. Survival Sections 2.6 (Responsibility for Authorized Users), 3 (Customer Data), 5 (Privacy and Security), 6 (Subscription Fees, Term and Renewal) in respect of unpaid Subscription Fees, 7.2 (Governing Terms of Pre-Released Services), 8 (Term and Termination; Suspension), 9 (Confidentiality), 10 (Warranty Disclaimer), 11 (Limitations of Liability), 13 (Indemnification), 16 (Governing Law and Jurisdiction) and 14 (General Provisions), shall survive the termination or expiration of this Agreement, and continue to be in force and effect in accordance with their applicable terms.
6. Suspension Without derogating from City Hive's termination rights above, City Hive may decide to temporarily suspend Customer's access to City Hive's Services, in the following events: (i) City Hive believes, at City Hive's sole discretion, that Customer or any third party, are using the Service in a manner that may impose a security risk, may cause harm to City Hive or any third party, and/or may raise any liability for City Hive or any third party; (ii) City Hive believes, at City Hive's sole discretion, that Customer or any third party, are using the Service in breach of this Agreement or applicable Law; or (iii) Customer's payment obligations, in accordance with this Agreement, are or are likely to become, overdue. The afore-mentioned suspension rights are in addition to any remedies that may be available to City Hive in accordance with this Agreement and/or applicable Law.

1. Confidential Information All information provided by one party (the "Disclosing Party") to the other (the "Recipient") pursuant or related to or included in this Agreement, regardless of the form or media in which it is disclosed, will be considered to be confidential and proprietary information ("Confidential Information"). The Recipient agrees that: (a) it will hold all such information in confidence; (b) it will take all reasonable steps to restrict the disclosures of such information within its own organization to those persons who are directly concerned with performance by it hereunder and who have been informed of, and agree to be bound by, the Recipient's confidentiality obligations hereunder; (c) it will not disclose such information to any third party without the prior written consent of the Disclosing Party, except to the extent necessary to fulfill its obligations under this Agreement; and (d) it will not use such information except to fulfill its performance obligations under this Agreement.
2. Restrictions Except for any information related to an identified person or identified natural personal, device, or household provided by or behalf of Customer as part of the Service or created, received, or accessible by City Hive as a result of the Service ("Personal Information"), the confidentiality and restricted-use obligations set forth herein do not apply to information that the Recipient can demonstrate: (i) was known to the Recipient prior to any disclosure by the Disclosing Party, as evidenced by written documentation, (ii) is or has become public information through no fault of the Recipient, (iii) is received by the Recipient from a third party having no confidentiality obligations to the Disclosing Party, or (iv) is developed independently by the Recipient without reference to or reliance on the Confidential Information. Notwithstanding the foregoing, no party will be precluded from disclosing Confidential Information to the extent it is required to do so in response to a valid order by a governmental authority, or to the extent it reasonably believes it is required to disclose such Confidential Information by law, or to the extent necessary to establish its rights under this Agreement; provided, however, that in the event a party believes it is so required to disclose the other party's Confidential Information, it will promptly provide notice of such request or requirement so that the Disclosing Party may seek an appropriate order or other action as it deems appropriate.
3. Exclusions Confidential Information shall not include, except in the case of Personal Information, information that: (i) is in the public domain at the time of disclosure or subsequently enters the public domain through no breach of this Section 9; (ii) was in the possession of or demonstrably known by the receiving party prior to its receipt from the Disclosing Party without restriction on its use or disclosure; (iii) is independently developed by the receiving party without use of, reference to, or reliance on, the Disclosing Party's Confidential Information; or (iv) becomes known by the receiving party from a source other than the Disclosing Party without breach of this Agreement and is not subject to an obligation of confidentiality.
4. Compelled Disclosure Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND. CITY HIVE AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
2. CITY HIVE AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON'T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. CITY HIVE AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CUSTOMER AND/OR CUSTOMER DATA MAY SUFFER, THAT ARE BEYOND CITY HIVE'S CONTROL.
3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CITY HIVE DOES NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT CITY HIVE'S SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CUSTOMER'S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CUSTOMER; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CUSTOMER OBTAINS THROUGH THE SERVICE AND/OR THE SITES.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

1. IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
2. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 11 (INDEMNIFICATION) HEREIN, CUSTOMER PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER (IF ANY) DURING THE THREE (3) CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

1. Specific Laws Except as expressly stated in this Agreement, City Hive makes no representations or warranties that Customer's use of the Service is appropriate in Customer's jurisdiction. Other than as indicated herein, Customer is responsible for Customer's compliance with any local and/or specific applicable Laws, as applicable to Customer's use of the Service.
2. Reasonable Allocation of Risks Customer hereby acknowledges and confirms that the limitations of liability and warranty disclaimers contained in this Agreement are agreed upon by Customer and City Hive and both parties find such limitations and allocation of risks to be commercially reasonable and suitable for the engagement hereunder, and both parties have relied on these limitations and risk allocation in determining whether to enter this Agreement.

1. By Customer Customer hereby agrees to indemnify, defend and hold harmless City Hive and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, "Losses") incurred as a result of any third party claim arising from (i) Customer's and/or any of its Users', violation of this Agreement or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by City Hive and/or any of its subcontractors, infringes or violates, any third party's rights, including, without limitation, intellectual property, privacy and/or publicity rights.
2. By City Hive City Hive hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer's authorized use of the Service infringes or constitutes misappropriation of any third party's copyright, trademark or registered U.S. patent (the "IP Claim"), and City Hive will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement agreed upon, including reasonable attorneys' fees.City Hive's indemnity obligations under this Section 13 shall not apply if: (i) the Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer's indemnity obligations under Section 13.1 above. Without derogating from the foregoing defense and indemnification obligation, if City Hive believes that the Service, or any part thereof, may so infringe, then City Hive may in its sole discretion: (a) obtain (at no additional cost to Customer) the right to continue to use the Service; (b) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (c) if City Hive determines that the foregoing remedies are not reasonably available, then City Hive may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term. THIS SECTION 13.2 STATES CITY HIVE'S SOLE AND ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY CITY HIVE AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.
3. Indemnity Conditions The defense and indemnification obligations of the indemnifying party under this Section 14 are subject to: (i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee's failure to do so will not relieve the indemnifying party of its obligations under this Section 14, except to the extent the indemnifying party's defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party's expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party's defense of, or response to, such claim.

1. Notices All notices given under this Agreement or where otherwise specified under this Agreement must be in writing, sent to the person and address designated in this Agreement or to such other addresses as City Hive or Customer may designate pursuant to this Section, by overnight courier or personal delivery. Notice will be deemed given upon receipt.
2. Entire Agreement; Amendments This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter hereof and supersedes all prior agreements, oral or written, between the parties hereto concerning the subject matter of this Agreement. The terms of this Agreement may be altered or amended only by a written instrument signed by both City Hive and Customer.
3. Severability Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof; provided, however, that the parties hereto will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.
4. Force Majeure Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, or for any loss or damage resulting therefrom, due to acts of God, terrorist activities, riots, fires, and other causes beyond such party's reasonable control.
5. Waiver The waiver by either party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party to assert its or his rights hereunder on any occasion or series of occasions.
6. Governing Law; Jurisdiction This Agreement shall be governed by and enforced in accordance with the Laws of the State of New York, without giving effect to principles of conflicts of law, and any litigation arising out of or in connection in any way with this Agreement shall take place exclusively in a State or federal court of competent jurisdiction in the Borough of Manhattan, New York, New York. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
7. Relationship of the Parties The parties hereto acknowledge that each is an independent contractor of the other and neither is an agent nor an employee of the other. City Hive is free to exercise its own judgment concerning the time, place and manner of performing its obligations under this Agreement. Neither party hereto is granted any rights in or to the other party's trade names, trademarks or other intellectual property.
8. Assignment Neither party will assign its rights or obligations under this Agreement without the prior written consent of the other party and any attempt to do so without such consent will be null and void. Notwithstanding the foregoing and anything to the contrary otherwise set forth in this Agreement, Customer may assign its rights or obligations under this Agreement to any of its Affiliates or to any entity that acquires all or substantially all of Customer's assets or that is otherwise a successor in interest to Customer. This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.
9. Counterparts This Agreement may be executed in electronically transmitted counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument.
10. Security and Supervision City Hive's personnel, when on Customer's premises or accessing Customer's networks hereunder, will comply with all of Customer's security, supervision and other standard procedures applicable to such personnel.
11. No Publicity City Hive will not use, in advertising, publicity or otherwise, the name of Customer or its Affiliates or any of their directors, officers, managers, employees, consultants or agents or any trade name, trademark, service mark, logo or symbol of Customer or its Affiliates without Customer's prior written consent in each such instance.
12. Export Controls; Sanctions The Service may be subject to U.S. or foreign export controls, Laws and regulations (the "Export Controls"), and Customer acknowledges and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine), (b) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons, or (c) otherwise the target of U.S. sanctions. Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and/or the Customer Data; and (iii) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.
13. Government Use If Customer is part of a U.S. Government agency, department or otherwise, either federal, state or local (a "Government Customer"), then Government Customer hereby agrees that the Service under this Agreement qualifies as "Commercial Computer Software" and "Commercial Computer Software Documentation", within the meaning of Federal Acquisition Regulation ("FAR") 2.101, FAR 12.212, Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7201, and DFARS 252.227-7014. Government Customer further agrees that the terms of this Section 17 shall apply to Customer. Government Customer's technical data and software rights related to the Service include only those rights customarily provided to the public as specified in this Agreement in accordance with FAR 12.212, FAR 27.405-3, FAR 52.227-19, DFARS 227.7202-1 and General Services Acquisition Regulation ("GSAR") 552.212-4(w) (as applicable). In no event shall source code be provided or considered to be a deliverable or a software deliverable under this Agreement. City Hive grants no license whatsoever to any Government Customer to any source code contained in any deliverable or a software deliverable. If a Government Customer has a need for rights not granted under the Terms, it must negotiate with City Hive to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Any unpublished-rights are reserved under applicable copyright laws. Any provisions contained in this Agreement that contradict any Law applicable to a Government Customer, shall be limited solely to the extent permitted under such applicable Law.