The Connect Labs LTD (“otherwise known as Connect CRM”) Services are offered to Client subject to its acceptance, without modification, of these Terms of Service and any future modifications thereof, and procedures that may be published from time to time or made available to Client on or through the Connect Labs Services. When the Connect Labs Services are used by a Client, these Terms form a legally binding contract between Client and Connect Labs. If you are entering into these Terms on behalf of an entity, such as your employer, or the company you work for, you represent and warrant that you have the legal authority to represent and bind such Client, in which case the terms “you,” “your”, “customer” or a related capitalized term herein will refer to such Client.

IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING FOR THE Connect Labs SERVICES, PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE).

The Terms is a contract that governs Clients’ use of the Connect Labs Services and consists of the following:

• Master Terms

• Supplemental Terms

• Data Processing Addendum (DPA)

• Privacy Notice

If you register for a Free Trial of the Platform, the applicable provisions of the Terms will govern that Free Trial.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE CONNECT LABS SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE Connect Labs SERVICES.

THIS AGREEMENT IS SUBJECT TO AN ARBITRATION PROVISION THAT APPLIES TO THE SUBSCRIPTION TO OR USE OF CONNECT LABS’ SERVICES. THAT ARBITRATION PROVISION CAN BE FOUND AT SECTION 14.2 BELOW. THE ARBITRATION PROVISION APPLIES TO CONNECT LABS CLIENTS OR SUBSCRIBERS AND DOES NOT ENCOMPASS DISPUTES BETWEEN CONNECT LABS AND PERSONS MERELY BROWSING CONNECT LABS' WEBSITE. If you do not agree to arbitrate disputes with Connect Labs, then do not subscribe to, or purchase Connect Labs’ products.

MASTER TERMS

1. Definitions

“Account” means the primary means for accessing and using the Connect Labs Services, subject to payment of a Fee designated in the selected Plan.

“Administrator” means a User(s) of an Account which the Client has granted a special authorisation to manage the Client Account.

“Affiliates” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, is controlled by, or under common control with a party.

“Beta Service” means any functionality of Connect Labs Services that is in development or has not been commercially released as a final product and which Connect Labs has made available to Client for testing and evaluation.

“Client” means a natural or legal person or entity who has accepted these Terms with Connect Labs by using the Connect Labs Services.

“Client Data” means data and documents of any kind (images, spreadsheets, text files, etc.) and any other digital data and information, which is subject to the Platform, or otherwise inserted into the Platform by the Client and for which Connect Labs is a “processor” (as defined in the Privacy Notice). Client Data shall not contain Sensitive Information.

“Content” means any data and information available through Connect Labs Services or contained within the structure of the Connect Labs Services, including but not limited to, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.

“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Client and each of its designated Users for use of the Connect Labs Services.

“Data Processing Addendum” or “DPA” means the agreement, as set forth in this document, which explains how Connect Labs processes Client Data.

“Feature” means a function or set of functions providing a particular capability within the Connect Labs Services as determined by the Connect Labs and as further governed by any applicable Supplemental Terms.

“Fee” means regular payment for using the Connect Labs Services via an activated Account.

“Feedback” means any comment, bug report, feedback, suggestion or modification for the Connect Labs Services which Client or a User provides to Connect Labs.

“Free Trial” means temporary access for the purposes of trying out any part of the Connect Labs Services or Features in accordance with any selected Plan without paying a Fee.

“Master Terms” means these core legal and commercial terms that apply to Client’s use of Connect Labs Services.

“Non-Connect Labs Application” means a web-based, mobile, offline or other software application functionality that interoperates with the Connect Labs Services, that is provided by Client or a third party. Non-Connect Labs Applications, other than those obtained or provided by Client, will be identifiable as such.

“Connect Labs” means, as the context requires, Connect Labs LTD or any other of its Affiliates.

“Connect Labs Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the Content, code, data, and all other elements of the Connect Labs Services.

“Connect Labs Services” means the Web Site, Content, Connect Labs Materials, Platform and all other content, services and/or products, and Features, available on or through the Platform.

“Plan” means various criteria related to the use and functionality and cost of a particular Connect Labs Service and on which the Fee is based.

“Plan Term” means the period of the Client’s use of the Connect Labs Services commencing on the date of payment of the corresponding Fee for the associated Plan and concluding on the date of expiration of the Plan.

“Platform” means the Connect Labs customer relationship management application, including any associated Features.

“Privacy Notice” means the notice, as set forth at https://www.Connect-crm.com/privacy-policy, which describes how Connect Labs collects, receives, uses, stores, shares, transfers, and processes Client Data in connection with Client’s use of the Connect Labs Services. It also describes Client’s choices regarding use, as well as Client’s rights of access to and correction of its Client Data.

“Renewal Date” means the date the Client’s Plan will automatically renew on an annual or monthly basis depending on the Client’s Plan.

“Reseller” means a third party entity that (i) purchases Connect Labs Services from Connect Labs and resells such Connect Labs Services to Clients, (ii) bills such Clients directly and (iii) provides such Clients with customer service related to the Connect Labs Services.

“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

“Sub-processor” means any third party which Connect Labs uses in the provision of Connect Labs Services.

“Supplemental Terms” means the terms applicable to Client’s use of a particular Feature or any third party services and which form a part of the Terms.

“Terms” means these Terms of Service and consists of the Master Terms, any applicable Supplemental Terms, the DPA and the Privacy Notice.

“Seat” means a single license to access the Account on which the Fee is based and which can be assigned to a User.

“User” means an entity or individual granted with the authorized rights and privileges to use the Account on behalf of a Client.

“Web Site” means the compilation of all web documents (including images, php and html files) made available via www.connect-crm.com, its subdomains or domains with identical names under other top domains, and owned by Connect Labs.

2. MODIFICATIONS TO TERMS

Connect Labs reserves the right, at its sole discretion, to change, modify, add, or remove any portions of the Terms from time to time. Notification of such modifications may be posted on or through the Platform or the Connect Labs Services. Client’s continued use of the Connect Labs Services constitutes its acceptance of these Terms and any modifications as they arise.

3. Connect Labs SERVICES

3.1 Use of the Connect Labs Services

Subject to these Terms and any applicable Supplemental Terms, and the payment of the applicable Fee, Connect Labs grants Client and its Users a non-exclusive, non-transferable, non-sublicensable license to use the Connect Labs Services to:

1. collect, store and organize Client Data;

2. modify and delete Client Data; and

3. customize the standard Features or functionality of the Connect Labs Services.

3.2 Modifications to Connect Labs Services

Connect Labs reserves the right to modify the Connect Labs Services or any part or element thereof from time to time without prior notice, including, without limitation:

1. rebranding, repackaging or repricing (including any adjustments to current Fees which will be applicable at the next Plan renewal date) the Connect Labs Services at its sole discretion;

2. ceasing providing or discontinuing the development of any particular Connect Labs Service, Feature or part or element of the Platform, temporarily or permanently;

3. taking such action as is necessary to preserve Connect Labs’s rights upon any use of the Connect Labs Services that may be reasonably interpreted as violation of Connect Labs’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account.

If the Client does not accept a modification, Client shall notify Connect Labs or Reseller (if Client purchased access to the Connect Labs Services from a Reseller) before the effective date of the modification, and Client’s Account will terminate on the effective date of the modification. However, Client’s continued use of the Connect Labs Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Connect Labs shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Connect Labs Services, or any part or element thereof.

3.3 Credentials

Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. These Credentials must not be shared or used by multiple persons, but may be reassigned to a new User replacing a former User who has terminated employment (or otherwise changed job function) and who no longer uses Connect Labs Services. Connect Labs reserves the right to terminate any User’s Credentials that Connect Labs reasonably determines may have been used by an unauthorized third party or in an unauthorized manner, as solely determined by Connect Labs, and will provide immediate notice of such termination to Client.

Client must promptly notify Connect Labs:

1. of any actual or suspected, disclosure, loss or unauthorized use of any Credentials;

2. of a User’s departure from the Client’s organization;

3. of a change in a User’s role in the Client’s organization; or

4. of any termination of a User’s right for any reason.

3.4 Changing Plans

Client may upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Connect Labs. In such an event, the Client’s credit card on file with the Connect Labs will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan. If the Client elects to upgrade their Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan. If, after the commencement of a Plan Term, Client elects to downgrade their Plan, this may cause the loss of Features, functionality, capacity of the Account, as well as the loss of Client Data. No refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Plans in the event the Client elects to downgrade after the commencement of a Plan Term.

3.5 Administration of Client’s Account

Client acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Connect Labs Services. Client may specify a User to be the billing owner and, depending on the Plan, one or more Users to be an Administrator to manage its account, and Connect Labs is entitled to rely on communications from an Administrator when servicing Client’s Account. Client’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data.

3.6 Technical Support

Connect Labs shall provide reasonable technical support to Client and its Users via the following options as outlined below, as soon as reasonably possible.

Connect Labs Community & Knowledge Base - available to all Users

Chat - available to all Users, via their Connect Labs Account

Phone - Users on certain Plans can request a call back from support via their Connect Labs Account

If you are having trouble logging you can contact us here or if you don’t have a Connect Labs Account, you can reach out to us at support@connect-crm.com.

Notwithstanding the foregoing, for any Connect Labs Services purchased from a Reseller, the first-line technical support will be provided by the Reseller and not by Connect Labs.

3.7 User Verification

Client understands and agrees that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User. In the event that the Client loses access to an Account or otherwise requests information about an Account, we reserve the right to request from the Client any verification we deem necessary before restoring access to or providing information about such Account.

3.8 Features

Connect Labs may, from time to time, make Features available through the Connect Labs Services, and which may be subject to Supplemental Terms. The Client's use of any such Feature is subject to any applicable Supplemental Terms.

3.9 Free Trial

A new Client may be entitled to a Free Trial and is not required to provide any credit card information during the Free Trial period. Upon expiration of the Free Trial period, the Account will be automatically deactivated. In order to prevent deactivation, or to reactivate the Account, Client is required to select a Plan and pay the Plan’s first payment interval Fee. If the Client does not pay the first payment interval Fee within 2 weeks of the expiry of the Free Trial period, Connect Labs has the right to permanently delete the Account, including all Client Data therein. In addition to the current collection of Plans, Connect Labs may offer special discounts and promotions, from time to time, at the Connect Labs’s sole discretion which may be subject to additional terms and conditions.

3.10 Beta Services

Connect Labs may offer Clients certain Features for the purpose of testing and evaluation called Beta Services. Connect Labs reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services, with or without notice to the Client. The Client agrees that the Connect Labs will not be liable to the Client or to any third party for any harm related to, arising out of the Client's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services, for any reason. For AI Beta Services the Connect Labs AI Beta Services Terms available here also apply.

3.11 Non-Connect Labs Applications

Connect Labs or third parties may make available third-party non-Connect Labs applications. If Client elects to procure a non-Connect Labs application, the terms and conditions regarding its use or receipt of the non-Connect Labs application are between Client and the provider of those non-Connect Labs applications and any exchange of data between Client and such third party provider is solely between Client and the applicable provider. Any questions, concerns or disputes that arise based on Client’s use of non-Connect Labs applications should be addressed with the provider of such non-Connect Labs application and not with Connect Labs. Connect Labs does not warrant, or support non-Connect Labs applications, whether or not they are designated by Connect Labs as “certified” or otherwise. Connect Labs is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such non-Connect Labs application or its provider.

Integration with Non-Connect Labs Applications. Connect Labs Services may contain Features and functionality designed to interoperate with non-Connect Labs applications. However, Connect Labs cannot guarantee the continued availability of such Features, or functionality, and may cease providing them without notice and without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-Connect Labs application ceases to make the non-Connect Labs application available for interoperation with the corresponding Features or functionality in a manner acceptable to Connect Labs.

4. RESTRICTIONS

4.1 Prohibited Activities

Client and its Users may use the Connect Labs Services, and any part or element thereof, only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

1. use the Connect Labs Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;

2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Connect Labs Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Connect Labs is not permitted by that applicable law to exclude or limit the foregoing rights;

3. provide false, inaccurate or misleading information;

4. act in a manner that is defamatory, trade libelous, threatening or harassing to Connect Labs; or

5. use the Connect Labs Services or any part or element thereof unless it has agreed to be bound to these Terms.

4.2 Uses Requiring Connect Labs Consent

The Client or any User may not, without Connect Labs’s prior express written consent:

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Connect Labs Services available, in whole or in part, to any third persons, unless such third person is a User of the same Client; or

2. use the Connect Labs Services, or any part or element thereof, in a scope, with means or for purposes other than those for which their functionality was intended.

4.3 Trade Control Compliance

The Client, any User, Reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the Connect Labs Services:

1. Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with the United States, European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State (collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the US Departments of Commerce and State (collectively, “Trade Controls”).

2. Third Party shall take no action, directly or indirectly, that would cause Connect Labs or any of its Affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Sanctions or Trade Controls.

3. Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Donetsk, Luhansk, Zaporizhzhia, Kherson and Crimean Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any person or persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Connect Labs Services to any persons described in clauses (i)-(iii).

4. Third Party will promptly notify Connect Labs if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the Connect Labs Services, or (ii) becomes a Restricted Person.

5. Connect Labs, in its sole discretion, shall have the right to immediately terminate the access to, or use of the Connect Labs Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party, takes any action in violation of the provisions described in this Section 4 or if Connect Labs determines, in its sole discretion, that the Third Party’s continued use of the Connect Labs Services could violate Sanctions or Trade Controls.

4.4 Take Down

Connect Labs endeavors to comply with all laws, including the US Digital Millennium Copyright Act, and reserves the right to remove any Client Data from the Platform upon receipt of a compliant takedown notice, including any judicial orders or notices.

5. CONNECT LABS’ RESPONSIBILITIES

5.1. Provision of Connect Labs Services

Connect Labs will (a) make the Connect Labs Services, Content and Client Data available to Client pursuant to these Terms, (b) provide support as outlined in Section 3.6 for the Connect Labs Services to Client at no additional charge, (c) use commercially reasonable efforts to make the Connect Labs Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Connect Labs shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Connect Labs’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem, Internet service provider failure or delay or denial of service attack. Connect Labs may use Sub-processors to perform the Connect Labs Services. Connect Labs will make commercially reasonable efforts to ensure that data transfers to Sub-processors meet requirements applicable to Clients’ processing of Client Data and will provide information on such data transfers in these Terms for Client’s consideration. For additional information regarding such transfers with Sub-processors, please see Connect Labs’s Privacy Notice and current list of Sub-processors.

5.2. Protection of Client Data

Connect Labs will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing unauthorized access, use, modification or disclosure of Client Data. Additionally, Connect Labs shall only access, use, modify or otherwise disclose of Client Data: (a) to provide the Connect Labs Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.6 (Compelled Disclosure) below, (c) as Client or User expressly permits in writing.

6. FEES/PAYMENT

The provisions of this Section 6 are applicable only if Client accesses the Connect Labs Services directly from Connect Labs. If Client purchases access to the Connect Labs Services through a Reseller, any payment terms shall be set forth in Client’s agreement with such Reseller.

The use of the Connect Labs Services, which is not via a Free Trial, is subject to a Fee. Upon sign-up of an Account, Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on a monthly, or annual basis. Connect Labs reserves the right to modify the Fees for any Plan, in its reasonable discretion, at any time after the commencement of the Plan Term, upon at least one month’s prior notice to Client, provided that any such modification will not take effect until the start of any Plan immediately following the Plan Term in which Connect Labs provided Client with notice of the modification.

Client authorizes Connect Labs to automatically charge Client the applicable Fees on or after the Renewal Date unless the Plan has been terminated or canceled in accordance with these Terms. If a Client wishes to reduce the number of Seats, it must do so prior to the Renewal Date. Clients may cancel their Plan anytime as outlined below, however must do so prior to the Renewal Date in order to avoid billing of the next Plan Term’s Fees. If Client chooses to cancel its Plan during the Plan Term, Client may use the Service until the end of Client’s then-current Plan Term, but will not be issued a refund for the most recently (or any previously) charged Fees.

All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by Connect Labs in accordance with Section 13.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

In the event the Client does not pay all Fees due within 29 days of invoice date, Connect Labs will suspend all access to the Client Account. Client will have 180 days to provide an authorized payment method to reactivate a subscription and their Account, otherwise Connect Labs has the right to permanently delete the Account, including all Client Data therein.

6.1 Payment Card Authorization

Connect Labs Inc. and its Affiliates may seek pre-authorization of Client’s payment card account prior to its purchase of Connect Labs Services in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorization and to pay any amounts for a Plan described on the Web Site, and authorizes Connect Labs to charge all Fees to such card account. Client agrees to provide Connect Labs updated information regarding its payment card account upon Connect Labs’s request and any time the information earlier provided is no longer valid.

6.2 Direct Debit Payments

If Client agrees, Connect Labs may elect that Client complete a bank debit mandate to enable bank debit payments. In such cases, Connect Labs shall comply with all applicable national rules and regulations related to direct debit payments.

6.3 Payment Service Providers

Connect Labs uses Revolut to process Client’s bank debit payments. More information on how Revolut processes Client’s personal data and Client’s data protection rights, including Client’s right to object, is available at https://www.revolut.com/legal/privacy/.

6.4 Electronic Invoice

If Connect Labs has not sought pre-authorization of Client’s payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.

6.5 Late Payment Charges

Upon delay with any payments, Connect Labs may require the Client to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be 1% per month or the maximum allowed by local law, whichever is higher.

6.6 Right to Offset

In addition to other rights and remedies Connect Labs may have, if legally permitted to do so, Connect Labs may offset any payment obligations to Client that Connect Labs may incur under the Terms against any fees owed to Connect Labs and not yet paid by Client under the Terms, or any other agreement between Client and Connect Labs.

7. CLIENT DATA/SENSITIVE INFORMATION

7.1 Rights to Client Data

In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Connect Labs to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to its Client Data in a manner consistent with the intended Features of the Connect Labs Services and these Terms, and to grant the rights and license set forth in these Terms, and (ii) Client Data, or Connect Labs’s or any Connect Labs’s licensee’s use of such Client Data pursuant to these Terms, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require the obtaining of a license from or paying any fees and/or royalties by Connect Labs to any third party for the performance of any Connect Labs Services which Client has chosen to be performed by Connect Labs or for the exercise of any rights granted in these Terms, unless Client and Connect Labs otherwise agree.

7.2 Uploading Client Data to Connect Labs Services

Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Connect Labs Service. If Client uploads Client Data to the Connect Labs Services, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or their respective owners (including Users, persons and organizations), whether posted and/or uploaded by Client or made available on or through the Connect Labs Services. By uploading Client Data to the Connect Labs Services, Client authorizes Connect Labs to process the Client Data. Client is responsible for ensuring that:

1. Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data which violates these Terms, the rights of Connect Labs, other clients or users of Connect Labs Services or persons or organizations;

2. any Client Data is not harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and

3. Client and all Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Connect Labs Services and process it by means of the Account.

7.3 No Liability of Client Data

Connect Labs does not guarantee any accuracy with respect to any information contained in any Client Data and recommends that Client carefully consider what it transmits, submits or posts to or through the Connect Labs Services. Client understands that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Connect Labs, is entirely responsible for all Client Data that is uploaded, posted, transmitted or otherwise made available through the Connect Labs Services, by Client or its Users, as well as for any remedial actions taken by the Connect Labs or other Clients or Users as a result of such Client Data.

7.4 Sensitive Information and Unlawful Client Data

Client will not use the Connect Labs Service in any way to process (a) Sensitive Information or (b) Client Data that, in any manner, is prohibited by law or in violation of these Terms. Connect Labs is not obliged to pre-screen, monitor or filter any Client Data, or its processing by the Client, in order to determine if it is Sensitive Information or unlawful in nature. However, if Connect Labs, in its sole discretion, has reason to believe that Client is processing any unlawful Client Data or Sensitive Information, or the action of its processing is unlawful in nature, Connect Labs has the right to:

a. notify the Client of such unlawful Client Data or Sensitive Information;

b. deny its use in the Connect Labs Services;

c. demand that the Client bring its use of the Connect Labs Services into compliance with these

Terms and applicable law;

d. temporarily or permanently remove the unlawful Client Data or Sensitive Information

from the Connect Labs Services, restrict access to it or delete it.

If Connect Labs is presented convincing evidence that the Client Data is not unlawful or Sensitive Information, Connect Labs may, at its sole discretion, restore such Client Data or Sensitive Information, which was previously removed from the Connect Labs Services, Account or access to which was restricted.

Connect Labs Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). As such, Client may not use the Connect Labs Services where its communications would be subject to such laws. In addition, Client may not use Connect Labs Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

No Sensitive Information. CLIENT ACKNOWLEDGES THAT THE CONNECT LABS SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CLIENT AGREES NOT TO USE THE CONNECT LABS SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. Connect Labs WILL NOT HAVE, AND CONNECT LABS SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CLIENT’S USE OF THE CONNECT LABS SERVICES TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

7.5 Connect Labs Rights to Client Data

Connect Labs may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Connect Labs may not otherwise use or publicly display Client Data without Client’s written consent and respects Client’s right to exclusive ownership of Client Data. Unless specifically permitted by Client and otherwise set forth herein, Client’s use of the Connect Labs Services does not grant Connect Labs the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by Client or stored in Client’s Account for Connect Labs’s commercial, marketing or any similar purpose. Client expressly grants Connect Labs the right to use and analyze aggregate system activity data associated with use of the Connect Labs Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Connect Labs Services operate, and to create new Features and functionality in connection with the Connect Labs Services in the sole discretion of Connect Labs.

7.6 Compelled Disclosures

Supplier may disclose a Client's confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client's confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. PRIVACY

Connect Labs’s Privacy Notice is available at www.connect.crm.com/privacy-policy.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Connect Labs’s Intellectual Property Rights

The Connect Labs Services, Platform, Connect Labs Materials, Connect Labs trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by Connect Labs, its Affiliates or its respective third party vendors and hosting partners. Connect Labs Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client’s use of the Connect Labs Services and Connect Labs Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Connect Labs Materials is strictly prohibited unless Client has received the express prior written permission from Connect Labs or the otherwise applicable rights holder. Client may not use Connect Labs trade names and trademarks in any manner that disparages Connect Labs or its products or services or portrays Connect Labs in a false, competitively adverse or poor light. Connect Labs reserves all rights to the Connect Labs Services, Platform, Connect Labs Materials and Connect Labs trade names and trademarks not expressly granted in the Terms.

9.2 Content

Subject to these Terms and the payment of the applicable Fee, Connect Labs grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for its personal, non-commercial use. Client shall not remove copyright and proprietary notices that are contained in any part of the Content. Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Connect Labs Services. Client shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as expressly permitted by Connect Labs.

9.3 Feedback

If a Client or a User provides Connect Labs with any Feedback, Connect Labs shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Connect Labs Services.

Client or User hereby grants Connect Labs a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose. Connect Labs shall have the right to modify or remove any Feedback provided in the public areas of the Web Site which the Connect Labs deems, at its sole discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

10. DISCLAIMERS; NO WARRANTY

UNLESS OTHERWISE EXPRESSLY STATED BY CONNECT LABS, THE CONNECT LABS SERVICES, CONNECT LABS MATERIAL, PLATFORM AND ANY CONTENT, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CONNECT LABS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CONNECT LABS AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY. UNLESS OTHERWISE EXPRESSLY STATED BY CONNECT LABS, Connect Labs AND ITS AFFILIATES DO NOT WARRANT THAT THE CONNECT LABS SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CONNECT LABS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CONNECT LABS SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CONNECT LABS SERVICES OR THE PLATFORM THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY CONNECT LABS, CONNECT LABSAND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE CONNECT LABS SERVICES, CONNECT LABS MATERIALS OR ANY WEB SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

IF THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, SET FORTH IN THIS SECTION 10, MAY NOT APPLY TO Connect Labs, AND CLIENT MAY HAVE ADDITIONAL RIGHTS AS SET FORTH IN LAW.

11. INDEMNIFICATION

Client agrees to defend, indemnify and hold harmless Connect Labs and its Affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the Connect Labs Services, Connect Labs Materials, representations made to Connect Labs, its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Connect Labs reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Connect Labs, and Client agrees to cooperate with such defense of these claims.

12. LIMITATION OF LIABILITY

12.1 No Liability

Connect Labs shall not be liable to the Client or User for any consequences resulting from:

1. any modifications in these Terms, modification of the Connect Labs Services, Connect Labs Material, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Connect Labs Services or Connect Labs Materials;

2. deletion of, corruption of, or failure to store any Client Data;

3. use of Client Data by the Client or any of the Users associated with the Account;

4. upgrading or downgrading of a current Plan by Client;

5. any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client’s failure to keep them confidential;

6. Client’s use of the Account or the Connect Labs Services by means of web browsers other than those accepted or supported by the Connect Labs;

7. the application of any remedies against the Client or Users by Connect Labs; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the Connect Labs Services or any part or element thereof;

8. the differences between technologies and platforms used for access; for example, if certain Features, functions, parts or elements of the Connect Labs Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

9. Connect Labs’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Connect Labs and its Affiliates shall not be liable to the Client for any claim by any user, person, organization, or third persons against the Client arising out of the Client’s failure to:

1. provide Connect Labs with accurate information about the Client, Users or Account;

2. notify Connect Labs of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

3. provide any Connect Labs Services or Features which it has agreed to provide to any person or organization (whether such failure arises as a result of Connect Labs’s negligence, breach of these Terms or otherwise);

4. ensure the lawfulness of the Client Data;

5. obtain the necessary rights to use the Client Data; or

6. abide by any of the restrictions described in these Terms.

12.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CONNECT LABS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SPECIFIC CONNECT LABS SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS FOR NEGLIGENCE, IN CONTRACT OR TORT, MISREPRESENTATION OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 5 “FEES/PAYMENT”.

12.3 Exclusion of Consequential and Related Damages

EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 “INDEMNIFICATION”, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. TERMINATION/SUSPENSION

13.1 For Convenience

These Terms and/or Client’s access to the Connect Labs Services may be terminated for convenience in the following situations;

1. by the Client at any time by: (i) clicking the cancellation link on the Web Site, (ii) by revoking the billing agreement on its PayPal profile, if Client is paying for the Connect Labs Service with a PayPal account; or (iii) by means agreed upon between the Client and the Reseller, if Client is paying for the Connect Labs Service via a Reseller;

2. by Connect Labs upon decision to end provision of any portion of the Connect Labs Services, any Feature and/or close any portion of the Platform;

3. by Connect Labs at any stage and for any reason, provided that the Connect Labs will provide a pro rata refund of any unused Fees for the remainder of the Term; or

4. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

13.2 For Default

These Terms and/or Client’s access to the Connect Labs Services may be terminated for default upon written notice to the other party as indicated in Section 15.6 “Notice”:

1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party;

2. immediately by either party if the other party breaches its obligations, as applicable under Sections 4 “Restrictions”, 7 “Client Data/Sensitive Information”, 9 “Intellectual Property Rights” or 11 “Indemnification”; or

3. by Connect Labs with immediate effect if: (i) Client’s use of the Connect Labs Services is suspected, in Connect Labs’s sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Client’s use of the Connect Labs Services endangers the property of others, the Web Site or the Platform.

13.3 Effect of Termination

Upon termination of these Terms and/or Client’s access to the Connect Labs Services for any reason whatsoever:

1. Connect Labs shall deactivate and permanently delete the Account and all Client Data in the Connect Labs Services within 6 months of the effective date of termination of these Terms and/or Client’s access to the Connect Labs Services. If the Client has specifically requested for an earlier deletion of the Account and all Client Data, Connect Labs shall fulfill such request within 1 month of its receipt of such request.

2. Client must:

   • stop using and prevent the further usage of the Connect Labs Services, including, without limitation, the Platform;

   • pay any amounts owed to Connect Labs under these Terms; and

   • discharge any liability incurred by the Client under these Terms prior to the termination.

3. Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid hereunder.

4. The following provisions shall survive the termination of these Terms: Sections 1, 2, 4, 6, 7-9, 11, 12, 14 and 15.

13.4 Suspension

Connect Labs has the right to suspend access to all or any part of the Connect Labs Service or an Account, including removing Content, at any time, and for any period of time, for: (i) violation or suspected violation of these Terms, (ii) legal obligations (iii) bandwidth usage by Client or its Users of the Connect Labs Service, any Features, or functionality to be significantly excessive in relation to other Connect Labs Service users, or to protect the integrity, operability, and security of the Connect Labs Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Connect Labs Service or any third party, Connect Labs typically provides notice in the form of a banner or email on or before such suspension. Connect Labs will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Connect Labs Service. For any such suspension, Connect Labs shall make the sole determination as to any credit or refund of prepaid Fees by the Client.

14. CONNECT LABS CONTRACTING ENTITY/ARBITRATION/GOVERNING LAW & JURISDICTION

14.1 Connect Labs Contracting Entity

The Connect Labs entity with whom Client is contracting under these Terms depends on the domicile of the Client. Connect Labs determines the domicile of the Client based on the country indicated in the billing address of the Client. For Free Trials, Connect Labs determines the domicile of the Client based on the location indicated in the IP-address of the Client. By accepting these Terms or using the Connect Labs Services, the Client is contracting with the Connect Labs entity listed opposite such Client’s domicile in the following table:

Client’s domicile:

Supplier:

Supplier’s contact:

United Kingdom

CONNECT LABS LTD

Address:

128 CITY ROAD

LONDON

EC1V2NX

UNITED KINGDOM

Email: legal@connect-crm.com

14.2 Arbitration/Governing Law and Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved by arbitration as designated herein subject to the terms and conditions set forth below. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following:

USA/Canada: For Clients domiciled in the United States or Canada, any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in New York, NY, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to (a) exclusive jurisdiction and venue in the United States Federal Courts located in New York, NY and (b) the laws of the State of Delaware as the governing law, without giving effect to any principles of conflicts of law. Use of the Connect Labs Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section. The parties each agree that it shall bring any dispute against the other in its respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, the parties each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

UK/Gibraltar: For Clients domiciled in the United Kingdom and Gibraltar, all disputes arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Arbitration Rules”) by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, appointed in accordance with the Arbitration Rules. The place of the arbitration shall be London, England. The language of the arbitration shall be English. The arbitration shall be commenced by a request for arbitration by either party, delivered to the other party. The request for arbitration shall set out the nature of the claim(s) and the relief requested. Except as otherwise specifically limited in these Terms, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal shall, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such. Each party retains the right to apply to any court of competent jurisdiction for interim and/or conservatory measures, including pre-arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The existence and content of the arbitral proceedings and any rulings or awards shall be kept confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a party. The arbitral tribunal may include in its award an allocation to any party of such costs and expenses, including lawyers’ fees, as the arbitral tribunal shall deem reasonable. Any award of the arbitral tribunal shall be final and binding on the parties. Enforcement of any award may be sought in any court of competent jurisdiction. For all purposes of these Terms, the parties consent to (a) exclusive jurisdiction and venue in England and (b) the laws of England as the governing law, without giving effect to any principles of conflicts of law.

EU/Rest of World: For Clients domiciled in the European Union, the European Economic Area or all other countries not specifically referenced in these Terms, all disputes arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Arbitration Rules”) by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, appointed in accordance with the Arbitration Rules. The place of the arbitration shall be Harju County, Tallinn, Estonia. The language of the arbitration shall be English. The arbitration shall be commenced by a request for arbitration by either party, delivered to the other party. The request for arbitration shall set out the nature of the claim(s) and the relief requested. Except as otherwise specifically limited in these Terms, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal shall, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such. Each party retains the right to apply to any court of competent jurisdiction for interim and/or conservatory measures, including pre-arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The existence and content of the arbitral proceedings and any rulings or awards shall be kept confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a party. The arbitral tribunal may include in its award an allocation to any party of such costs and expenses, including lawyers’ fees, as the arbitral tribunal shall deem reasonable. Any award of the arbitral tribunal shall be final and binding on the parties. Enforcement of any award may be sought in any court of competent jurisdiction. For all purposes of these Terms, the parties consent to (a) exclusive jurisdiction and venue in Harju County, Tallinn, Estonia and (b) the laws of Estonia as the governing law, without giving effect to any principles of conflicts of law.

Use of the Connect Labs Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section. Notwithstanding the foregoing, Client and Connect Labs agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

15. GENERAL

15.1 Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Client and Connect Labs, and Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

15.2 Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

15.3 Entire Agreement

These Terms are the entire agreement between Client and Connect Labs regarding Client’s use of the Connect Labs Services, Connect Labs Materials and the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

15.4 Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Connect Labs’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees. Connect Labs may freely assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without restriction.

15.5 No Waiver

Failure of either party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

15.6 Notices

Except as otherwise specified in the Terms, all notices related to the Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as “Legal Notices”, the day of sending by email. Billing-related notices to Client will be addressed to the relevant billing contact designated by Client. All other notices to Client will be addressed to the relevant Client system administrator designated by Client.