Welcome to the Paldi Solutions Site, operated by Paldi Solutions LTD. (“Paldi Solutions,” “we,” “our” or “us”). Please read the following terms of service (the “Terms”) carefully as they contain important legal terms and conditions that you accept when you access our Site, or purchase or use products or services from the Site, through any means.

The “Agreement” means these Terms plus the mutually agreed-upon order (“Order”) that you place for our products and services. Also for purposes of these Terms, “Customer” “you” and “your” mean the organization on whose behalf you are placing Orders or using the Site (or, if none, yourself individually).

This Agreement applies to all aspects of the provision and use of the Service, except that this Agreement does not apply if you are subject to a separate written customer agreement with Paldi Solutions. The version of this Agreement in effect as of the date of first access or the Order date (whichever occurs first) is the version that applies to you. Paldi Solutions may, however, update these Terms at any time, at its discretion and without notice, on a prospective basis. Any such updates will only apply to future Orders accepted by you (including renewal orders).

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1. DEFINITIONS.

1.1 “Additional Materials” means all services, hardware, and software necessary to operate or use Paldi Solutions Services and not owned or provided by Paldi Solutions unless expressly agreed to under this Agreement.

1.2 “Asset” means a brand folder, including all files therein, on the Paldi Solutions Site.

1.3 “Customer Data” means any data, content, works, and information provided or delivered by Customer, and/or any User to Paldi Solutions.

1.4 “Documentation” means the user manuals provided to Customer with the Paldi Solutions Services in either electronic, online help files or hard copy format.

1.5 “Paldi Solutions Services” means, as applicable, the online service delivered by Paldi Solutions to Customer using the Paldi Solutions Software hosted by Paldi Solutions and as made available by Paldi Solutions through the access methods described in this Agreement.

1.6 “Paldi Solutions Software” means the software program or programs identified in the Order, all Documentation, all components, data, and information procured or obtained by Paldi Solutions from a third party (other than Customer Data), and any modified, updated or enhanced versions of such programs and Documentation that Paldi Solutions may provide to Customer in connection with the Paldi Solutions Services.

1.7 “Paldi Solutions Site” includes all webpages that we operate and the hosting environment managed by Paldi Solutions where Customer and Users may access and use the Paldi Solutions Services, however accessed.

1.8 “Intellectual Property Rights” means all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights.

1.9 “Users” means Customer’s employees and contractors who are authorized by Customer to use the Paldi Solutions Services on behalf of Customer and have been supplied user identifications and passwords by Paldi Solutions for this purpose.

2. ACCESS GRANT AND OTHER RIGHTS.

2.1 Access. Subject to the terms and conditions of this Agreement, Paldi Solutions grants to Customer during the Term (as defined below) a non-exclusive, non-transferable right to access and use the Paldi Solutions Services for which Customer has paid the applicable fees, solely for the performance of Customer’s internal business purposes in accordance with the Documentation, the user quotas and other limitations set forth in the Order, if any, and the other terms and conditions of this Agreement. Paldi Solutions will use commercially reasonable efforts to ensure that, if applicable, the Paldi Solutions Services are generally accessible through the Paldi Solutions Site over normal network connections, excepting downtime due to necessary maintenance and troubleshooting, in accordance with the terms and conditions of this Agreement.

2.2 Restrictions On Use. Customer acknowledges that the Paldi Solutions Software and Paldi Solutions Service and the structure, organization, and source code thereof constitute valuable trade secrets of Paldi Solutions . Accordingly, except as expressly permitted in Section 2.1 or as otherwise authorized by Paldi Solutions in writing, Customer will not, and will not permit their employees and third party contractors to (a) modify, adapt, alter, translate, or create derivative works from the Paldi Solutions Software or Paldi Solutions Service; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Paldi Solutions Software or Paldi Solutions Service to any third party, (c) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Paldi Solutions Software or Paldi Solutions Service; (d) otherwise use or copy the Paldi Solutions Software or Paldi Solutions Service except as expressly allowed under Section 2.1 above; or (e) interfere in any manner with the operation of the Paldi Solutions Service.

2.3 Additional Materials. Unless otherwise expressly agreed to by the parties, Customer shall provide and obtain for itself all Additional Materials as instructed by Paldi Solutions . All use of Additional Materials will be subject to the terms and conditions required by the third-party licensors, vendors and/or providers of such Additional Materials (if any).

2.4 Customer Data. Customer hereby grants to Paldi Solutions a non-exclusive right and license to use the Customer Data solely for the limited purpose of, and solely as necessary for, performing Paldi Solutions’ obligations hereunder for the benefit of Customer. Paldi Solutions shall not use the Customer Data for the benefit of any other customer of Paldi Solutions, or for any other purpose, without Customer’s prior written approval. Subject to the rights granted in this Agreement, Customer retains all right, title and interest in and to the Customer Data, and Paldi Solutions acknowledges that it neither owns nor acquires any additional rights in and to the Customer Data not expressly granted by this Agreement. Notwithstanding the foregoing, Customer represents and warrants that it has the right to use the Customer Data and provide the Customer Data to Paldi Solutions.

2.5 Access Credentials. Each User will be assigned a unique user identification name and password for access to and use of the Paldi Solutions Service. Customer shall be responsible for ensuring the security and confidentiality of its login credentials. Customer’s access and use of the Paldi Solutions Service will be limited to the number of Users and types of transactions for which Customer has paid the applicable Fees. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Paldi Solutions Service, and notify Paldi Solutions promptly of any such unauthorized use. If Customer wishes to add additional Users, Customer will submit a written support request for more Users to Paldi Solutions . Upon Paldi Solutions’ written approval of the terms of any such additional order, Paldi Solutions shall make the Paldi Solutions Service available to the additional Users on the terms and conditions set forth in this Agreement.

3. Support Services.

Subject to the terms and conditions of this Agreement, Paldi Solutions will provide Customer with those support and maintenance services for the Paldi Solutions Services described in Exhibit A (“Support Services”).

4. PROPRIETARY RIGHTS.

The Paldi Solutions Services and Paldi Solutions Software, and all worldwide Intellectual Property Rights therein, are the exclusive property of Paldi Solutions and its suppliers. All rights in and to the Paldi Solutions Services and Paldi Solutions Software not expressly granted to Customer in this Agreement are reserved by Paldi Solutions and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of Paldi Solutions or its suppliers on the Paldi Solutions Software or Documentation.

6. WARRANTY; DISCLAIMER.

6.1 Paldi Solutions Warranty. Paldi Solutions warrants that (a) it will perform the Support Services in a professional and competent manner in accordance with industry standards, and (b) the Paldi Solutions Services will operate substantially as described in the then-current Documentation. Paldi Solutions will, at its own option and expense, and as its sole liability and Customer’s exclusive remedy for any breach of the warranty under sub-section (a) above, re-perform the Support Services which gave rise to the breach or, at Paldi Solutions’ option, refund the fees paid by Customer for the Support Services (as applicable) which gave rise to the breach; provided that Customer shall notify Paldi Solutions in writing of the breach within thirty (30) days following performance of the defective Paldi Solutions Support Services, specifying the breach in reasonable detail. Paldi Solutions will, at its own option and expense, and as its sole obligation and Customer’s exclusive remedy for any breach of the warranty under sub-section (b) above, correct any reproducible error that Customer reports to Paldi Solutions in writing within thirty (30) days following performance of the defective Paldi Solutions Services, specifying the breach in reasonable detail, or, at Paldi Solutions’ option, refund the fees paid by Customer for the Paldi Solutions Services which gave rise to the breach.

6.2 Disclaimers. PALDI SOLUTIONS DOES NOT WARRANT THAT CUSTOMER’S USE OF THE PALDI SOLUTIONSSOFTWARE OR PALDI SOLUTIONSSERVICES WILL BE ERROR-FREE, UNINTERRUPTED OR FREE FROM UNAUTHORIZED ACCESS. THE EXPRESS WARRANTIES IN SECTIONS 6.1 AND 6.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PALDI SOLUTIONS SOFTWARE AND PALDI SOLUTIONS SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WHICH ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, CUSTOMER RECOGNIZES THAT PALDI SOLUTIONS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE PALDI SOLUTIONS SOFTWARE AND PALDI SOLUTIONS SERVICES. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET AND TELECOMMUNICATIONS SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ACCORDINGLY, PALDI SOLUTIONS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

7. INDEMNITY.

7.1 PALDI SOLUTIONS. Paldi Solutions will defend at its own expense and indemnify and hold Customer, and its directors, officers, employees, contractors and agents harmless from and against any and all claims, liabilities, losses, damages, judgments, awards, costs (including, without limitation, legal fees and expenses), actions and/or other proceedings made, sustained, incurred, brought or prosecuted in any manner whatsoever relating to or arising from: (A) any infringement by the Paldi Solutions Software (as incorporated into the Paldi Solutions Services) of a third party’s U.S. Intellectual Property Rights; and (B) any property damage, personal injury or death to the extent caused by the negligence, willful misconduct, acts or omissions of Paldi Solutions or by its employees, contractors or agents; provided, however, Paldi Solutions shall have no indemnity obligations under this sub-section (B) to the extent any such damage, injury or death is caused by the negligence, willful misconduct, acts or omissions of Customer, and its employees, contractors or agents. The foregoing obligations are conditioned on Customer’s (a) notifying Paldi Solutions promptly in writing of such action, (b) giving Paldi Solutions sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at Paldi Solutions’ request and expense, assisting in such defense, providing that a failure or default under clauses (a)-(c) shall not excuse or relieve Paldi Solutions from any defense or indemnity to the extent Paldi Solutions defense is not materially prejudiced by such failure or default. If the Paldi Solutions Software or Paldi Solutions Services become, or in Paldi Solutions’ opinion are likely to become, the subject of an infringement claim, Paldi Solutions may, at its option and expense, without limiting the foregoing obligations of Paldi Solutions , either (i) procure for Customer the right to continue using the Paldi Solutions Software as necessary for the use of the Paldi Solutions Services, or (ii) replace or modify the Paldi Solutions Software so that it become non-infringing; provided, however, if Paldi Solutions reasonably determines that the remedies under (i) or (ii) are not commercially practicable, Paldi Solutions may terminate this Agreement upon written notice to Customer and refund Customer the any pre-paid but unused Fees paid for such Paldi Solutions Software, as applicable. Notwithstanding the foregoing, Paldi Solutions will have no obligation under this Section 7 or otherwise to the extent of any infringement claim is based upon (a) any use of the Paldi Solutions Software or Paldi Solutions Services not in accordance with this Agreement and/or the Documentation and/or Paldi Solutions’ written instructions, or (b) any use of the Paldi Solutions Software or Paldi Solutions Services in combination with software or hardware not supplied by Paldi Solutions (other than the Additional Materials). THIS SECTION 7 STATES PALDI SOLUTIONS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

7.2 CUSTOMER. Customer will defend at its own expense and indemnify and hold Paldi Solutions, and its directors, officers, employees, contractors and agents harmless from and against any and all claims, liabilities, losses, damages, judgments, awards, costs (including, without limitation, legal fees and expenses), actions and/or other proceedings made, sustained, incurred, brought or prosecuted in any manner whatsoever relating to or arising from: (a) any Customer Data (e.g., the ownership thereof) or (b) Customer’s breach of Section 2.2.

8. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL: (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING ANY LOSS OF DATA, PROFITS, REVENUE OR DATA USE) ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) PALDI SOLUTIONS’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO PALDI SOLUTIONS’ UNDER THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 8 SHALL NOT APPLY TO (I) BREACH OF THE CONFIDENTIALITY OBLIGATIONS BELOW, (II) THIRD-PARTY CLAIMS, OR (III) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY.

9. CONFIDENTIALITY.

9.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, customer, planning, and other confidential or proprietary information (“Confidential Information”). Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party. The Paldi Solutions Software, including without limitation any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered Paldi Solutions ‘ Confidential Information. The terms of this Agreement shall be considered Confidential Information.

9.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

9.3 Exceptions. The Receiving Party’s obligations under Section 9.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or obtain a protective order.

9.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party; provided that the Receiving Party may keep one copy for its legal and archival purposes.

11. GENERAL

11.1 No Publicity. Neither party shall make any public written or online references to the nature of this Agreement, to the other party or to the other party’s logos, trademarks or service marks without the prior written consent of the other party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, during the Term each party may accurately reference the other party as a customer or vendor (as applicable) in customer lists and marketing materials.

11.2 Compliance with Laws. Each party shall comply with all applicable laws and regulations concerning the provision and use (as applicable) Paldi Solutions Services.

11.3 Assignment. Neither party may assign or transfer, by operation of law or otherwise, any of its rights under the Agreement to any third party without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed; except that each party may assign this Agreement, without consent, to an affiliate or any successor to all or substantially all its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void.

11.4 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause which is beyond the reasonable control of such party.

11.5 Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the Order and will be effective upon receipt or when delivery is refused. Either party may change its address by giving notice of the new address to the other party.

11.7 Remedies. Except as provided in Sections 6 and 7, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Paldi Solutions Software contains valuable trade secrets and proprietary information of Paldi Solutions , that any actual or threatened breach of Section 2 or Section 9 may constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that Paldi Solutions is entitled to seek injunctive relief in the event of any such actual or threatened breach. If any legal action is brought by either party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

11.8 Waivers; Severability. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11.9 Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. This Agreement may be executed in counterparts. Once signed, any unaltered reproduction thereof made by reliable means (e.g., photocopy, .pdf, email scan or facsimile) will be considered an original.

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