GRAEBERT GMBH Terms of Use for ARES Kudo Effective Date: February 15, 2017 Last Updated Date: March 14, 2017 BY CREATING AN ACCOUNT TO USE ARES KUDO, SIGNING IN VIA A WEB BROWSER OR MOBILE APP OR APPLICATION PROGRAMMING INTERFACE, AND/OR USING ANY SOFTWARE AND/OR APPLICATIONS (COLLECTIVELY, "SOFTWARE") PROVIDED TO YOU BY OR ON BEHALF OF GRAEBERT GMBH ("GRAEBERT") IN CONNECTION WITH YOUR USE OF THE ARES KUDO SERVICE (THE "SERVICE"), YOU ACKNOWLEDGE AND AGREE THAT (1) YOU HAVE READ THESE TERMS OF USE (THE "AGREEMENT"); (2) YOU UNDERSTAND IT; (3) YOU ARE BOUND BY ITS TERMS; AND (4) YOU MAY RECEIVE, WITHOUT FURTHER NOTICE OR PROMPTING, UPDATED VERSIONS OF THE SOFTWARE. IF YOU DO NOT AGREE TO THE FOREGOING, YOU AGREE THAT YOU MAY NOT ACCESS OR USE THE SOFTWARE. IF YOU ACCESS ARES KUDO THROUGH ANY MEANS OTHER THAN AN UNMODIFIED ARES KUDO MOBILE OR WEB CLIENT; AND YOUR USE OF ARES KUDO'S SERVICE CONSTITUTES YOUR AGREEMENT TO THOSE TERMS AND CONDITIONS. This Agreement sets forth the terms and conditions of your use of the ARES Kudo Software and Service. Your use of, and participation in, certain aspects of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental service. If any term of this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the aspect or aspects of the Service covered thereby. THIS AGREEMENT IS BINDING BETWEEN GAREBERT AND YOU. DO NOT USE THE SERVICE UNTIL YOU HAVE CAREFULLY READ THIS AGREEMENT. Graebert knows that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY GRAEBERT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Graebert will make a new copy of the Agreement available on its website and/or within its application(s) and any new Supplemental Terms will be made available from within, or through, the affected aspect of the Service on its website and/or within its application(s). We will also update the "Last Updated" date at the top of this Agreement. Any such changes will be effective immediately for both new and existing users of the Service. Graebert may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. If you do not agree to the terms of the updated Agreement, you shall stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE TERMS OF USE TO BE FOUND ON THE WEBSITE KUDO.GRAEBERT.COM TO VIEW THE THEN-CURRENT TERMS. IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT: kudo@graebert.com GRAEBERT ACCOUNT In order to execute and access the SOFTWARE PRODUCT on any computer, you will be required to register a Graebert Account and to use it to identify yourself on any device you would like to use with the SOFTWARE PRODUCT. A valid email address will be required for each Graebert Account and no more than one Graebert Account will be allowed for the same email address. You are fully responsible for maintaining the confidentiality of your Graebert Account and password. Any activity that would occur under your Graebert Account as a result of your failing to keep the confidentiality of his password will be under your sole responsibility. You shall inform Graebert promptly of any breach of security of his Graebert Account including but not limited to any unauthorized use. Each End-User-Licensee must have its own Graebert account. It is strictly forbidden to share the same Graebert account between several users. After creating a Graebert Account, End-User-Licensee shall be able to check the status of his products and rights on Graebert's customer portal. CLOUD STORAGES The SOFTWARE PRODUCT or additional subscriptions and products may include links to cloud storage services operated by third-parties (hereinafter the "cloud storages"). Graebert has no control over any of the third party cloud storages to which the SOFTWARE PRODUCT or additional subscriptions and products have links nor does Graebert contribute in any manner to these third-party cloud storages. Graebert assumes no responsibility for the confidentiality nor security of the data and contents that you will store on the cloud storages. Graebert provides these integrations with third-party cloud storages only as a convenience to you. You agree to use the cloud storages at your own risk. YOUR CONTENT Ownership: You maintain ownership of and responsibility for the following while using the Service: (1) your files, designs, models, data sets, images, documents, scripts, codes or similar material or information submitted or transmitted to, or stored or otherwise used in connection with the Service by you, and (2) your specific output generated by ARES Kudo's service, if any, based on any of the foregoing (collectively, "Content"). By creating, submitting or transmitting to, posting or otherwise making your Content available to Graebert, third-party cloud storages and/or others, you acknowledge and agree that (1) you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Content, (2) you will evaluate and bear all risks associated with your Content, and (3) under no circumstances will Graebert and/or its affiliates, agents and licensors and each of their respective officers, directors, and employees be liable in any way for your Content as you transmit or otherwise use it, including but not limited to any errors or omissions. Availability and Security: While Graebert will use commercially reasonable efforts to provide you with continuous access to its service, and to enable you to export your Content in DWG and/or other industry standard file formats, Graebert does not guarantee that your Content will be available or useable by you following the termination of your subscription or otherwise. Moreover, Graebert does not guarantee the security of your Content. You are encouraged to practice effective and secure content retention practices. Permissions: ARES Kudo's Service enables you to specify the level at which access to and usability of your Content is permitted to other users. You are solely responsible for establishing the appropriate level of permissions to your Content. Graebert Access: Graebert personnel will not access Content that you have not made publicly accessible except (1) as part of providing, maintaining, securing or modifying the Service for you and/or other users, (2) via automated tools intended to address or prevent a service, support or technical issue, (3) at your request or with your consent given to Graebert's technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, (4) in connection with legal obligations or proceedings as described below, or (5) as otherwise described in Graebert's Privacy Policy. Confidentiality: Graebert will consider your Content to constitute confidential information, with the exception of any such Content that (1) is or becomes generally known to the public without Graebert's breach of this Agreement, (2) was known to Graebert prior to its disclosure by you without breach of any obligation owed to you, (3) is received from a third party without breach of any obligation owed to you, or (4) was independently developed by Graebert ("Confidential Information"). In hosting and otherwise using Confidential Information, Graebert will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees (1) not to use any Confidential Information for any purpose outside the scope of this Agreement and the Privacy Policy, and (2) except as you otherwise permit in writing, to limit access to your Confidential Information to those of Graebert's and Graebert's affiliates' employees, contractors, service providers and agents who need such access for purposes consistent with this Agreement, and who are subject to confidentiality obligations with Graebert containing protections no less stringent than those herein. Legal Disclosure: Graebert may disclose Confidential Information if it is compelled by law to do so, provided that we give you prior notice of such compelled disclosure (to the extent legally permitted). You agree and acknowledge that Graebert may access and disclose your Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Graebert and/or its affiliates, agents, licensors and each of their respective officers, directors and employees, or at your request. If disclosure is made at your request, you may be responsible for the cost of compiling and providing access to such Content. Intellectual Property In your use of ARES Kudo's Service, you agree to respect others' intellectual property and other rights. In particular, you will not upload, submit or otherwise transmit any Content that: Infringes any patent, trademark, trade secret, copyright or other proprietary right of any person or entity; or You do not have a right to transmit under any other law or contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or other nondisclosure agreements). ARES Kudo permits you to publish your Content, including in the form of a Public Document under your sole responsibility. If you choose to publish a Public Document and share its URL, other ARES Kudo users (and in some cases the general public) will be able to view, copy and potentially transfer or save any such content, inside or outside ARES Kudo's service. Any such content, once published and/or posted, is non-confidential. Within a Public Document, you may specify intellectual property obligations you wish to impose on ARES Kudo users or any other third party who copies and otherwise proposes to use such Public Document, by creating a new tab called "LICENSE" and documenting such obligations within that tab in PDF or plain text format. In the absence of such a tab in a Public Document, you will be deemed to have granted a worldwide, royalty- free and non-exclusive license to use the intellectual property contained in your Public Document without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Document, and to permit persons to whom the Document is made available to do the same. Graebert shall have no liability for any damages resulting from the use or misuse by any third party of your published Public Document. IF YOU CHOOSE TO MAKE A DOCUMENT OR FORUM POSTING AVAILABLE TO THE PUBLIC IN THESE WAYS OR OTHERWISE IN CONNECTION WITH YOUR USE OF ARES KUDO'S SERVICE, YOU DO SO AT YOUR OWN RISK. Graebert shall have the right to remove any Content you make publicly available that violates this Agreement or is otherwise objectionable. Feedback: If you choose to provide Graebert with ideas, suggestions, improvements, documents, proposals and/or other feedback with respect to ARES Kudo's Software, Service or Documentation (as defined below) (including but not limited to problems and errors encountered in using the Service, and ideas for enhancements of the Service), we shall be free to use such materials in any manner and for any purpose (including, without limitation, incorporation in Graebert's products, services and advertising and marketing materials, and developing and marketing products and services) without liability or compensation to you or restriction of any kind. You hereby assign to Graebert all right, title, and interest to all such information provided to Graebert, and all enhancements resulting from such information, and all property rights therein including, without limitation, all patent, copyright, trade secret, trademark, moral right or other intellectual property rights. RIGHT TO USE SERVICE; OWNERSHIP; ACCESS TO SERVICE License: Subject to your compliance with the terms of this Agreement, Graebert hereby grants to you a non-exclusive, non- transferable, non-sublicensable, revocable right to use the Service. Ownership: You acknowledge that (i) all right, title, and interest in and to the Service, the Software, and the online or other documentation (including online videos) provided by Graebert describing the Service and its use (the "Documentation"), and all patents, copyrights, trade secret rights, trademarks, trade names, and other proprietary rights embodied therein or associated therewith, are and shall remain with Graebert and/or its third party licensors; (ii) this Agreement conveys no right or interest in the Service, the Software or Documentation other than a limited right to use the Service in accordance herewith; and (iii) the Service, Software, and Documentation are protected by the copyright laws of Germany and the United States and international treaties. Hardware; Passwords: You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Service. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, "Passwords ") that are provided to you or that are generated in connection with your use of the Service. You are the only person to whom the license described in Section 4(a) extends, and you therefore are not permitted to allow any other person to use your Passwords to access the Service. You are fully and solely responsible for all activities that occur on the Service under your Passwords. Ease of access: In order to provide you with ease of access to your account and to help administer the Service, Graebert may implement and use technology that enables us to recognize you and provide you with direct access to your account without requiring you to retype any password or other user identification when you revisit the ARES Kudo Service. Testing: We continually update the Service. In addition, we continually test various aspects of the Service, including ARES Kudo's website, user interfaces, service levels, plans, promotional features, delivery and pricing. We reserve the right to, and by using the ARES Kudo Service you agree that we may, include you in or exclude you from these tests without notice. We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we offer and operate our service. Suspension of Service: Your access to, and use of, the Service may be suspended temporarily for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion, or all, of the Service for any reason, including as a result of power outages, system, or Internet failures or other interruptions. Graebert also reserves the right to suspend your subscription anytime with or without notification in order to protect Graebert and you from what we believe to be fraudulent activity. Graebert is not obligated to credit or discount a paid subscription for holds placed on it by either a representative of Graebert or by our automated processes. USAGE RESTRICTIONS Age: You must be at least thirteen (13) years old to use ARES Kudo's Service. Certain Obligations: You shall not: Attempt to copy, alter, modify, adapt, translate, or create derivative works of the Software or Documentation; Attempt to remove or alter any proprietary notice or legends appearing in the Service, Software, or Documentation; Analyze the Service, Software or Documentation for purposes competitive to ARES Kudo, or access or otherwise use the Service, Software or Documentation in order to build a similar or competitive service offering; Attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of the Software, or create derivative works, compilations, or collective works thereof; Attempt to use any component of the Software on a standalone basis; Attempt to export the Service, Software, or Documentation; Disclose or make any Password(s) available to any other person; Allow unauthorized access to, or use of, the Service; Use any robot, spider, scraper or other automated means to access the Service, or use any data mining, data gathering or extraction method; Upload, post, email or otherwise send or transmit any material, including any software viruses or other computer code, files or programs, designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service; Use the Service or Software in any unauthorized or inappropriate way whatsoever, as determined in Graebert's reasonable judgment, including but not limited to, by trespass or burdening network capacity; Use the Service in any manner to, in Graebert's sole judgment, harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party; and Post for public viewing Content that violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability, or that is in Graebert's sole judgment defamatory, vulgar, obscene, libelous, objectionable or inappropriate, or likely to promote illegal, harmful or objectionable activities. Monitoring and Investigations: Graebert may, but is not obligated to, monitor or review Public Documents. Without limiting the foregoing, Graebert shall have the right to remove any of your publicly accessible Content that violate this Agreement, with or without prior notice to you. If Graebert becomes aware of any possible violations by you of any provision of this Agreement, Graebert reserves the right to investigate such violations and may, at its sole discretion, suspend or terminate your license to use ARES Kudo, with or without prior notice to you. SUBSCRIPTIONS Ongoing Nature of Subscription: Your free or paid ARES Kudo subscription will automatically continue (month-to-month for a paid subscription, year-to-year in the case of an annual paid subscription), unless and until you cancel your subscription or we terminate it. Differing Subscriptions: Graebert may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. The terms of your subscription will be disclosed at the time you sign up or in other communications made available to you. You can find specific details regarding your subscription within your account profile at https://customer-portal.graebert.com. We reserve the right to modify, terminate or otherwise amend our subscription plans at any time, in our sole and absolute discretion. BILLING By starting your paid ARES Kudo subscription and providing or designating a Payment Method, you authorize us to charge you a subscription fee at the then current rate, and any other charges you may incur in connection with your use of the ARES Kudo Service to your Payment Method. You acknowledge that the amount billed each period may vary for reasons that may include promotional offers, and/or changing a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed in one or more charges. Price Changes: We reserve the right to adjust pricing for the ARES Kudo Service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Any price changes to your service will take effect following notice to you provided via email or notification within ARES Kudo's Service. Billing Cycle: In case you are having a paid ARES Kudo subscription the fee for the ARES Kudo Service will be billed at the beginning of your paid subscription period and each anniversary date thereafter, except as provided below under "Group Subscriptions," unless and until the ARES Kudo subscription is included in another Graebert subscription or you downgrade to a free subscription or cancel your subscription. As used in this Agreement, "billing" shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. Group Subscription Billing Cycle If you accept billing and payment responsibility on behalf of additional new paid subscribers (a "Group Subscription"), your existing billing cycle will be the default billing cycle for your new subscriber(s). This may cause a new paid subscription to be prorated (for example, if a new subscription that otherwise would have been for one year is purchased six months into your own one-year subscription -- in which case the new subscription will be prorated, resulting in a six month term). Refunds and Credits: PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. However, following the cancellation of any paid subscription, you will continue to have access to ARES Kudo's paid service through the end of your current billing cycle. At any time, and for any reason, we may provide a refund, discount, or other consideration to any or all of our subscribers ("credits"). The amount and form of such credits, and the decision to provide them, are at Graebert's sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstances. Taxes: You shall be responsible for paying all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of your paid use of the Service under this Agreement, excluding income taxes on the net profits of Graebert. You shall reimburse Graebert for the amount of any such taxes or duties paid or incurred directly by Graebert as a result of such paid use, and you agree that Graebert may charge any such reimbursable taxes to your Payment Method. Downgrades and Cancellation: You may downgrade from a paid subscription to a free subscription if and when a free subscription is available, or cancel your subscription, at any time. If you cancel your subscription, you are responsible for exporting your Content, if you so choose, prior to cancelling. SUPPORT. Graebert will, as part of the Service, provide such support with respect to the Service as Graebert deems appropriate. INDEMNIFICATION. You agree to indemnify and hold Graebert, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Graebert Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your Content; (b) your use of, or inability to use, the Service or any other ARES Kudo user's Content; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any users; or (e) your violation of any applicable laws, rules or regulations. Graebert reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Graebert in asserting any available defenses. You agree that the provisions in this section will survive any termination of your subscription, this Agreement, or your access to the Service. DISCLAIMER OF WARRANTIES. The Service is provided on an "as is" and "as available" basis, without warranty of any kind. GRAEBERT SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Without limiting the foregoing, Graebert does not warrant that (i) the Service will meet your requirements; or (ii) the Service will operate without interruption or be error free. Furthermore, Graebert is not responsible for delays, delivery failures, or any other unavailability, loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. It is acknowledged that the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet, servers that are hosted by third party providers, and such related network and communications infrastructure. LIMITATION OF LIABILITY. YOU RECOGNIZE THAT THE PRICE PAID FOR THE RIGHTS GRANTED TO YOU HEREIN MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE VALUE OF THE PRODUCTS TO BE DESIGNED, STORED, MANAGED OR DISTRIBUTED IN CONJUNCTION WITH THE SOFTWARE AND SERVICE. FOR THE EXPRESS PURPOSE OF LIMITING THE LIABILITY OF GRAEBERT AND ITS LICENSORS TO AN EXTENT WHICH IS REASONABLY PROPORTIONATE TO THE COMMERCIAL VALUE OF THIS TRANSACTION, YOU AGREE TO THE FOLLOWING LIMITATIONS ON GRAEBERT'S AND ITS LICENSORS' LIABILITY. TO THE EXTENT ALLOWED BY LAW, GRAEBERT'S LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, SOFTWARE OR DOCUMENTATION FURNISHED HEREUNDER SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID GRAEBERT IN THE PAST 12 MONTHS. IN NO EVENT SHALL GRAEBERT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA OR PROFITS, WHETHER OR NOT GRAEBERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT SUCH LIMITATIONS ARE FAIR AND REASONABLE IN LIGHT OF THE TERMS UNDER WHICH THE SERVICE IS BEING MADE AVAILABLE TO YOU. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY STATED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. GRAEBERT'S THIRD PARTY LICENSORS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. GRAEBERT IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION OR DATA OF THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS), AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. CERTAIN OF THE ABOVE LIMITATIONS MAY NOT APPLY IN SOME JURISDICTIONS, AND IN SUCH CASES GRAEBERT'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT DESCRIBED ABOVE THAT IS PERMITTED BY APPLICABLE LAW. TERM AND TERMINATION; EFFECT OF TERMINATION; SURVIVAL Term: This Agreement commences on the date you accept it (as described in the preamble above) and will remain in effect until you elect to terminate your subscription, or Graebert terminates your access. Notwithstanding the foregoing, if you used the Service or the Software prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Service or the Software. Termination by Graebert: Graebert shall be entitled to suspend, terminate, or limit your access to the Service at any time, with or without notice, if you breach any term of this Agreement, or if you facilitate or encourage any violation of this Agreement, or if your ARES Kudo Subscription expires. Upon termination of this Agreement, you shall make no further use of the Service. Termination of this Agreement shall not affect any obligations accrued prior thereto. You understand that any termination of the Service by Graebert may involve deletion of your Content associated therewith. Graebert will not have any liability whatsoever to you for any suspension or termination. Termination by you: If you want to terminate the Service by cancelling your subscription, you may do so by notifying Graebert at any time. Effect of Termination: Termination of the Service includes removal of access to the Service and barring your further use of the Service, including but not limited to the integration with your cloud storages. Termination of Service also includes deletion of your password and all related information. Survival: All provisions of this Agreement which by their nature should survive, shall survive termination of the Service, including without limitation warranty disclaimers and limitation of liability. COPYRIGHT INFRINGEMENT. Graebert will in appropriate circumstances suspend or terminate the use of the Service by, or remove or disable access to the relevant public content of, users involved in copyright disputes. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Graebert of your claim of infringement by sending the following written information to the email address kudo@graebert.com: A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed. A description of the copyrighted work or works that you claim have been infringed. A description of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material. Information sufficient to permit Graebert to contact you, such as your physical address, telephone number, and email address. A statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. A statement that the information in the written notice is accurate. A statement, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. We will respond to notices of claimed copyright infringement. We reserve the right, in the case of an allegedly infringing Public Document, to make such document private while we investigate. MISCELLANEOUS Governing Law: This Agreement and any action related thereto will be governed and interpreted by and under the laws of Germany, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. By using the ARES Kudo Service, you consent to the personal and exclusive jurisdiction and venue of the state and federal courts sitting in Berlin, Germany. Compliance with Laws; Export Control: You agree to comply with all laws and regulations relating to your use of the Service, including without limitation those relating to export and import, privacy, and personal data protection. Graebert's obligation to fulfill this Agreement is subject to the provision that it is not prevented by any impediments arising out of national and international foreign trade or customs requirements, including embargoes or other sanctions. This Agreement is subject to all German laws and regulations as may be enacted, amended or modified from time to time regarding the export from Germany of ARES Kudo software, services, technology, or any derivatives thereof. Without limiting the foregoing, by using the ARES Kudo Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. The provisions of this Section 14(c) will survive the expiration or termination of this Agreement for any reason. Communications and Notice: By using the ARES Kudo Service, you consent to receiving certain electronic communications from Graebert relating to your subscription. These communications may involve sending emails to your email address provided during registration, or posting communications within the ARES Kudo service; will include notices about your account (e.g., payment authorizations, change in password or payment method, confirmation emails and other transactional information); and are part of your relationship with Graebert. You agree that any notices, agreements, disclosures or other communications that Graebert sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. In the event that the last email address you provided to Graebert is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Graebert's dispatch of the email containing such notice will nonetheless constitute effective notice. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Unless you opt out, you also consent to receive certain other communications from us, such as notifications of new ARES Kudo features, promotional announcements and customer surveys via email. If you want to unsubscribe (i.e., opt out) from certain non-transactional email communications, you will have the opportunity to do so. Assignment: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. You may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of Graebert. Force Majeure: Graebert shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. Limitations Period: YOU AND GRAEBERT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ARES KUDO SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. U.S. Government Restricted Rights: The Software is a commercial product that has been developed exclusively at private expense. If the Software is acquired directly or indirectly on behalf of a unit or agency of the United States Government under the terms of (i) a United States Department of Defense ("DOD") contract, then the Software and Documentation are considered "Commercial Items", as that term is defined in 48 C.F.R. ?2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. ?252.227- 7014(a)(5) and 48 C.F.R. ?252.227-7014(a)(1), and used in 48 C.F.R. ?12.212 and 48 C.F.R. 227.7202, as applicable, consistent with 48 C.F.R. ?12.212, 48 C.F.R. ?252.227-7015, 48 C.F.R. ?227.7202 through 227.7202-4, 48 C.F.R. ?52.227-14, and other relevant sections of the Code of Federal Regulations; or (ii) a Civilian agency contract, then use, reproduction, or disclosure is subject to the restrictions set forth in FAR clause 27.405(b)(2)(i), entitled Acquisition of Existing Computer Software, and any restrictions in the agency's FAR supplement and any successor regulations thereto, and the restrictions set forth in this Agreement. The United States Government will only have the rights set forth in this Agreement. ARES Kudo Software and Documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this Agreement. Severability: If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Waiver: Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Entire Agreement: This Agreement constitutes the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.