Roya Terms and Conditions of Service

These Terms and Conditions of Service ("Terms") are entered into by and between Roya.com, LLC (“Roya") and you, the person registering for access to Roya’s proprietary hosted platform (as defined in more detail below, the "Platform"), or the organization or entity that has authorized you to register for access to the Platform for its benefit (in either case “Customer”), and govern Customer’s access to and use of the Platform and Roya’s provision of related services (together with the Platform, the "Service").

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND ROYA. BY REGISTERING FOR, ACCESSING OR USING THE SERVICE, CUSTOMER CONFIRMS THAT (1) CUSTOMER HAS READ THESE TERMS, (2) THE PERSON ACCEPTING THESE TERMS IS AT LEAST 18 YEARS OLD, and (3) CUSTOMER HAS READ AND UNDERSTOOD AND ACCEPTS ROYA’S PRIVACY POLICY, AVAILABLE AT https://www.roya.com/privacy-policy.html ("Privacy Policy"), WHICH APPLIES TO CUSTOMER’S USE OF THE SERVICE.

IF CUSTOMER DOES NOT ACCEPT THESE TERMS, CUSTOMER SHOULD NOT REGISTER FOR OR USE THE SERVICE.

Roya may modify these Terms from time to time, in which case it will post a new version on Roya.com (or a subpage thereof) with an updated effective date. Changes to these Terms are effective when posted to the Roya.com site. Customer’s continued use of the Platform or any Service following posting of any changes constitutes Customer’s acceptance of such changes, and if Customer does not agree with these changes, Customer’s sole remedy is to close its account and stop using the Service.

Roya may modify the Service at any time in its sole discretion with or without notice.

These Terms, together with the terms of the Order/Estimate (defined below), the Privacy Policy, and any Specific Product/Service Terms and Conditions containing additional terms for use of a particular Service (together the “Agreement”) constitutes a legally binding contract between Roya and Customer.

1. Definitions.

“Applicable Laws” means all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority in any territory that has jurisdiction over the parties, whether those laws, etc., are in effect as of the Effective Date or later come into effect during the Term.

“Authorized User” means each employee or agent of Customer (i) authorized by Customer to access and/or use the Platform for Customer’s internal business purposes in accordance with this Agreement; and (ii) to whom a password-protected account for use of the Platform has been created by or on behalf of Customer. Any person or entity that provides customer relationship management products or services, content management products or services, or business analytics may not be an Authorized User.

“Contract Order” means any and all agreements between Roya and the Customer under which the Customer agrees to purchase a product or service from Roya for any period of time and at an agreed pricing arrangement.

“Data” means all information and data input by Authorized Users into the Platform, and all of Customer’s data input by Roya into the Platform during its performance of Professional Services, and all derivatives and transformations thereof.

“Documentation” means any standard user guide, manual or other explanatory materials regarding the Platform as provided by Roya to Customer, including as modified or updated by Roya from time to time.

“Effective Date” means the earlier of the date of (i) [execution of these Terms] (When the customer signs or electronically agrees to any agreement or contract order), or (ii) Roya’s first provisioning of Services for Customer.

“Initial Term” means twelve (12) months commencing on the Effective Date.

“Network” means Roya’s network of servers, machines, routers, hubs, switches, and other equipment integrated into or relating to the Platform.

“Order/Estimate” means: (i) any Contract Order, (ii) any written order estimate (either in electronic and/or paper form) provided to Customer by Roya for signature that describes Service(s) and that Customer signs and returns to Roya, and (iii) [Customer’s use or provisioning of Services through Customer’s Account, the Roya control panel or through an API].

“Personal Data” means (i) any information or combination thereof that identifies an individual with that individual’s sensitive and non-public financial, health, or other data and/or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s social security number and/or other government-issued number, financial account number, date of birth, address, biometric data, or other personally identifiable information; (ii) any “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act found at 15 USC 1 6809(4); and/or (iii) “protected health information” as defined in the Health Insurance Portability and Accountability Act found at 45 CFR 160.103.

“Platform” means Roya’s content management, customer relationship management, return on investment, and other proprietary tools and applications (including all related software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and the content therein (other than Data), in each case as made available to Customer under this Agreement and as may be updated and modified by Roya from time to time, which applications may include third-party components, and the Documentation.

“Registered Name” means a domain name, whether consisting of two or more levels, about which the Registry Operator of a Top-Level Domain (TLD), or an affiliate engaged in providing Registry Services, maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. In essence, a Registered Name is a domain name that is registered with a Registry Operator, through an ICANN-accredited Domain Name Registrar.

“Renewal Term” has the meaning ascribed to it in Section 5.2.

“Term” means the Initial Term and each Renewal Term.

2. Scope.

2.1 Platform. Subject to Customer’s compliance with the terms of this Agreement, including timely payment of Fees (defined in Section 3.1), Roya grants to Customer a nonexclusive, limited, nontransferable right to access and use the Platform, in object code form, via Roya’s internet-hosted web site, solely (i) for Customer’s own business purposes, (ii) for use by Authorized Users, and no other users, in support of Customer’s business purposes, (iii) during the Term, and (iv) in accordance with this Agreement. Roya grants to Customer a nonexclusive, limited, nontransferable right to use and copy the Documentation in support of the foregoing subscription.

2.2 Service Levels. If Roya does not meet the System Availability standards set forth below during any calendar month, then Roya will, upon notification by Customer and verification by Roya, apply the percentage credits set forth below to the invoice amount of monthly subscription Fees (minus discounts or commissions) for the calendar month in which the credits were earned. System Availability means all material features of the Platform are available for access and use by Customer. The Platform shall not be deemed unavailable to the extent due to: (A) Customer’s acts or omissions, (B) internet connectivity, or (C) scheduled downtime, or (D) emergency downtime.

System Availability Standards during the calendar month:

(a) System Availability ≥ 99.5%: no credit.

(b) System Availability ≥ 98.5% and < 99.4%: credit of 5% of the month’s Fee.

(c) System Availability ≥ 97.5% and < 98.4%: credit of 10% of the month’s Fee.

(d) System Availability ≥ 96.5% and < 97.4%: credit of 15% of the month’s Fee.

(e) System Availability ≥ 95.5% and < 96.4%: credit of 20% of the month’s Fee.

(f) System Availability < 95.4%: credit of 25% of the month’s Fee.

2.3 Restrictions. Customer shall not use, or allow others to use, the Platform in any manner other than as expressly allowed in this Agreement. Customer may not (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Platform or its structural framework, (ii) sublicense, subcontract, translate, license or grant any rights to the Platform (including without limitation allowing any distribution or sublicense of the Platform or other access to the Platform by any person or entity that is not an Authorized User, or processing Data using the Platform on behalf of third parties or any affiliated entities), (iii) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, (iv) harvest or collect information about or from other users of the Platform (v) probe, scan or test the vulnerability of the Platform, or breach the security or authentication measures on the Platform, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform (vi) modify or create derivative works of the Platform, (vii) attempt to gain unauthorized access to the Platform or its related systems or networks, (viii) use the Platform in whole or in part for any illegal purpose, or (ix) facilitate or encourage any violations of this Section 2.3. Customer shall take all reasonable precautions to prevent unauthorized or improper use of the Platform, not interfere with or disrupt the integrity or performance of Platform, and not create Internet “links” to the Platform or “frame” or “mirror” any content therein.

2.4 Security. Customer shall ensure the security of its account ID, password, and connectivity with the Platform. If any administrative account ID or password is stolen or otherwise compromised, Customer shall immediately change the password and inform Roya of the compromise. Roya may change the authorization method for access to the Platform from time to time. Roya is not responsible for loss of any data in transmission or improper transmission by Customer or its users.

2.5 Customer Data. Customer agrees and acknowledges that the Customer is solely responsible for the preservation of Data. Even with respect to Data as to which Customer has contracted for additional or included backup Services and/or support, Roya shall have no responsibility to preserve such Data, and any such backup Services and/or support is provided AS IS, WITHOUT WARRANTY. Roya is not responsible to Customer for loss of Data. Roya encourages Customer to create a backup of all Data, including a copy of cloud server(s) and/or cloud-hosted databases. It is Customer’s sole responsibility to maintain at least one (1) current copy of any programs, software, and/or Data outside of the Network and to initiate its own backups, and to perform quality testing on such backups.

2.6 Customer’s Obligations. Customer s6hall (i) encrypt any Personal Data transmitted to and from, and while stored on the Network and Platform; (ii) cooperate with Roya’s reasonable investigation of assessment of fees and/or overage charges, outages, security problems, and any suspected breach of the Agreement; (ii) keep billing contact and other account information, including but not limited to contact names, physical mailing addresses, telephone numbers, and email addresses up to date; (iii) immediately notify Roya of any unauthorized use of Platform or any other breach of security; (iv) determine the suitability of Services in light of the type of Data used with Services; and (v) preserve Data.

2.7 No High-Risk Use. Customer may not use the Platform or Service in any situation where failure or fault of the Platform, Network or Service could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, without limitation, Customer may not use, or permit any other person to use, Services for the development, design, manufacture, production, stockpiling, or use of weapons, in connection with aircraft or other modes of mass transportation, or nuclear or chemical facilities.

2.8 Third-Party Users. Customer may permit subsidiary and affiliated companies to use Services, and the Customer is responsible for acts and/or omissions of any and all third party users. Unless otherwise expressly stated in the Agreement, Roya will provide Support only to Customer and will not provide support to Customer’s customers, end-users, subsidiaries, affiliates, third parties, and/or third-party affiliates. There are no third-party beneficiaries to the Agreement, meaning that Customer’s customers, subsidiaries, affiliates, and/or third parties have no rights against Roya under and/or arising from the Agreement.

2.9 Service Management Agent. Customer agrees that the Customer will not interfere with any service management software (“SMS”) agent(s) that Roya may install on the Platform. Roya agrees that any SMS agent will only utilize a minimal amount of computing resources and will not interfere with the Customer’s use of the Platform. Should Customer attempt to and/or actually interfere and/or disable such SMS agent(s), its use of the Platform will become “unsupported” and Roya may reinstall such SMS agent(s).

3. Payment.

3.1 Fees. Customer shall pay Roya the fees as set forth on each Order/Estimate (“Fees”). Set-up fees, related service charges, and any applicable first payments for payment plan installments are due at the time Customer signs a contract, submits an Order/Estimate, orders Services, and/or provisions Services. Fees are not refundable, in whole or in part, even if Customer’s account is suspended, canceled, or transferred prior to the end of the Initial Term or applicable Renewal Term. Any suspension, termination, and/or cancellation by Roya or Customer shall not relieve Customer of the obligation to pay all Fees accrued prior to such suspension, termination and/or cancellation.

3.2 Network Resources. Customer is responsible for paying for any network resources that are used to facilitate the Services, even if the Customer is not utilizing Services. Customer may initiate non- renewal and/or a cancellation request in accordance with this Agreement but shall be responsible for paying for any Network resources (including without limitation space provisioned for Services) up to the point of non-renewal or cancellation.

3.3 Invoices. Roya will charge Customer for Fees in accordance with the applicable Order/Estimate and, unless otherwise stated in such Order/Estimate, the billing cycle for the Service is monthly. Roya will charge Customer’s credit/debit card without the invoice as follows: (i) for recurring Fees, in advance, on or around the first day of each billing cycle; and (ii) for non-recurring Fees (such as Fees for initial setup, service-related charges, overages, cycle fees, and domain name registration fees), on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at Roya’s option.

3.4 Overages of Fair Usage Policy. Roya will bill Customer, and Customer shall pay, for excess resources used by Customer, including without limitation overages for data transfer, disk space usage, and additional call tracking minutes. Fair Usage Policy is calculated based on a 95% average of Roya's current customers and may vary from time to time. The current disk usage policy is set to 1000MB, Monthly Minutes 600 Minutes per tracking number, and Bandwidth is 10,000MB per month.

3.5 Promotional Offers and Guarantees. All promotional offers may be invalidated by Roya, in its sole discretion, if Customer fails to make timely and full payment or if Customer cancels Services within 30 calendar days of the Effective Date, and, as such, Customer will be charged the full price for the Services.

3.6 Suspension of Services and Registered Name Registration. Customer acknowledges and agrees that Customer’s Registered Name is subject to suspension, cancellation, or transfer by any ICANN procedure, by any Registrar and/or Registry Operator procedures approved under an ICANN-adopted policy, and/or by any other TLD Registry Operator procedures as the case may be, for the resolution of disputes concerning the Registered Name, and, in the event of Customer’s failure to pay, Customer agrees and acknowledges that Roya, in its sole discretion, may cause Customer’s Registered Name registration to be transferred to Roya. Should Roya cause Customer’s Registered Name registration to be transferred, Roya will possess any and all rights regarding such Registered Name registration including without limitation the right to make said Registered Name available to other parties for purchase. Roya may reinstate Customer’s Registered Name registration at Roya’s sole discretion following Roya’s receipt of payment in full from Customer (unless Roya has already sold the Registered Name registration to a third party, under the above provisions of this Agreement, in which case Roya may not reinstate Customer’s Registered Name registration).

3.7 Default and Acceleration. Should Customer fail to make timely and full payment of Fees when due and/or otherwise breach this Agreement, Roya may, without limiting its other available remedies, declare Customer in default and require Customer to pay all Fees owing immediately upon notice. Customer shall also reimburse Roya for all administrative costs (including reasonable attorney fees) incurred in collecting overdue account balances, delinquent payments, and/or dishonored payments, including without limitation credit card chargebacks.

3.8 Domain transfers. If Customer is in good standing at the time, Roya will charge Customer a one-time transfer fee of $25 per domain.

3.9 Passthrough campaigns such as PPC and/or Display advertising will incur a management fee .. All media related services are non-refundable; once the budget is allocated for such campaigns it cannot be transferred to any other campaign/services. Roya reserves the right to allocate budget between Yahoo, Google, and Bing based on performance and at its own discretion.

3.10 Reactivation. If the Customer cancels a Service and later wishes to reactivate the Service, the Customer is required to pay a $100 reactivation fee.

3.11 Website Files. Customers that have fulfilled their contracts are eligible to receive website files for no additional charge. Inactive Customers that have fulfilled their contract but do not have a live website, may be subject to a $250 fee for files.

3.12 All third-party partners and resellers are bound to an additional reseller agreement. Such agreements supersede the overlapping sections of the billing terms above.

3.13 Payment. All invoiced amounts will be due and payable upon Customer’s receipt of the invoice. If Customer pays by check, restrictive endorsements or other statements on checks accepted by Roya shall have no effect. Amounts outstanding beyond thirty (30) days from the invoice date will be subject to a late payment charge at the lesser of one and one half percent (1.5%) per month or the highest rate permissible under Applicable Law for the actual number of days elapsed. All billing and payment will be in United States dollars. All fees and payments hereunder are nonrefundable and exclusive of all taxes, including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties (except taxes on the income of Roya), and Customer agrees to pay such taxes, whether federal, state, local, or municipal. If Customer fails to make payments when due, Roya may, upon notice to Customer, suspend Customer’s access and use of the Platform and/or suspend performance of Services, until such payments are made. Customer will continue to be charged Fees during any period of suspension. Roya may impose a reconnection fee if Customer is suspended pursuant to this Section and thereafter requests access to the Platform. Customer agrees and acknowledges that Roya has no obligation to retain Data and that such Data may be irretrievably deleted if Customer’s account is delinquent for thirty (30) days or longer.

4. Security and Suspension. Roya shall implement and maintain commercially reasonable technical, physical, and administrative safeguards to protect the security and confidentiality of Data. Roya shall take steps, including the use of anti-virus software, designed to prevent a virus or other malware from being transmitted from its systems or software to Customer through the Platform. Roya may immediately suspend the Services and/or Customer’s access to the Platform if (i) Customer does not cooperate with Roya’s reasonable investigation of any suspected violation of this Agreement; (ii) there is an attack on or unauthorized access to or use of the Platform; (iii) Roya is required to do so by law or a regulatory or governmental body or to comply with Applicable Laws; (iv) Roya suspects or becomes aware that the Platform or the use thereof may infringe or violate any third party rights or may violate Applicable Laws; (v) Roya has reason to believe that any improper activity or potential damage to Roya products or services or other customers is associated with Customer’s or its users’ use of or access to the Platform; or (vi) there is another event for which Roya reasonably believes, in its discretion, such action is necessary to protect the Network and/or Roya’s other resources and/or other customers. If Roya suspends Customer’s access to Services and/or use of any portions of the Platform for any reason, Customer shall remain responsible for any applicable fees and charges for any Services to which Customer continues to have access, in addition to any applicable data storage fees and/or additional fees and/or charges. If Roya suspends Customer’s access to Services and/or use of the Platform due to Customer’s violation of this Agreement, Roya may continue to charge Customer Fees for Services, regardless of limited and/or no access to and/or use of Services or Platform during the suspension, in addition to any applicable data storage fees and/or additional applicable Fees and/or charges. Roya, in its sole discretion, may charge a reconnection fee upon reinstatement of a Service. Roya, in its sole discretion, may terminate access to Data stored on the Network and Roya will not be liable for any damages and/or losses that may result therefrom. Roya will use commercially reasonable efforts to give Customer reasonable advance notice of suspension or termination where applicable. Customer is not entitled to any SLA Credits under any applicable SLA during any period of suspension.

5. Term and Termination.

5.1 Term. The term of this Agreement will commence on the Effective Date and continue through the end of the Term unless terminated in accordance with this Section 5.

5.2 Renewal Terms. Unless prohibited by applicable law, upon expiration of the Initial Term, this Agreement will automatically renew for a 12-month renewal term (“Renewal Term”) unless either party notifies the other party of its intent not to renew not less than thirty (30) days prior to expiration of the Initial Term, in which case this Agreement will terminate upon expiration of the Initial Term. However, notwithstanding the foregoing, Customer may renew this Agreement by notice to Roya for either (i) a twenty four (24) month renewal term; or (ii) a month-to-month renewal term (each is also a “Renewal Term”) if such notice is received by Roya not later than thirty (30) days prior to the expiration of the Initial Term. If applicable law does not permit automatic renewal of this Agreement, then this Agreement will convert to a simple month-to-month agreement, and each month is a “Renewal Term”

5.3 Renewal Term Pricing. The Fees for a 12-month Renewal Term will be as set forth in Roya’s written quotation communicated to Customer no later than forty five (45) days prior to commencement of the Renewal Term, and if Roya has not communicated any such estimate to Customer during such time period, then the Fees for the 12-month Renewal Term will increase by no more than 20%.. If Customer elects a 24-month Renewal Term as set forth in Section 5.2, then the Fees for the 24-month Renewal Term will be the same as the fees for the Initial Term. If Customer elects a month-to-month Renewal Term, then the Fees for each monthly Renewal Term will be Roya’s then-current list price for such month.

5.4 Termination. If Customer has elected a month-to-month Renewal Term in accordance with Section 5.2, then either Customer or Roya may terminate this Agreement at any time upon thirty (30) days’ notice to the other party. If either party materially breaches any term or condition of this Agreement, and if such breach has not been cured by the breaching party within thirty (30) days after its receipt of notice of such breach, the non-breaching party may immediately terminate this Agreement. Each party may terminate this Agreement immediately upon notice if the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, or if the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days of filing.

5.5 Effect of Termination. If this Agreement is terminated other than by reason of Customer’s breach, Roya will make available to Customer, at Customer’s request and expense, an electronic file of the Data within thirty (30) days of termination. Upon termination of this Agreement, Customer’s payment obligations cease, and Customer’s right to access or use the Platform shall immediately cease and except as otherwise provided herein, Roya will have no obligation to maintain, deliver or provide access to any Data. Sections 5.5, 6, 8, 9.2, 9.3, 10, 11 and 12, and Customer’s payment obligations will survive expiration or termination of this Agreement. Expiration or termination of this Agreement shall immediately terminate all subscription and access rights granted to Customer herein, and shall immediately terminate Customer’s obligation to make further payment. Upon expiration or termination of the Agreement, the Customer must discontinue the use of Services and relinquish the use of IP addresses and server names assigned to Customer by Roya in connection with Services.

6. Ownership.

6.1 Reservation of Rights. All rights not expressly granted to Customer herein are expressly reserved by Roya. As between the parties, the Platform is and will remain the exclusive property of Roya, and Roya will retain ownership of all copyrights, patents, trademarks, trade secrets, know-how, databases, and other intellectual property rights relating to or residing in the Platform and any updates, improvements, modifications and enhancements (including error corrections and enhancements) thereto, and all derivative works thereof, and Customer will have no right, title, or interest in or to the same. Nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of Roya’s or its licensors’ existing or future rights in or to the Platform. Roya trade names, trademarks, service marks, titles, and logos, and any goodwill appurtenant thereto, shall be owned exclusively by Roya and shall inure solely to the benefit of Roya.

6.2 Customer Data. As between the parties, Customer has and shall retain sole and exclusive title and ownership of all Data. Customer grants to Roya a limited and nonexclusive license to use, copy, modify, distribute and display the Data for purposes of providing the Platform to Customer in accordance with this Agreement and as otherwise expressly authorized by this Agreement.

6.3 Feedback. Roya owns all right, title, and interest in and to all comments, suggestions and information provided by Customer, either unsolicited or in response to a questionnaire, survey, and/or other request, regarding Customer’ opinions and experience about Roya, the Platform and/or Services (“Feedback”). Customer hereby irrevocably assigns to Roya all right, title, and interest in and to Feedback and Roya may use and incorporate Feedback in its products and services without restriction or compensation to Customer.

7. Platform Specifications and Requirements.

7.1 Platform Requirements. As between the parties, Customer is responsible for obtaining and maintaining all computer hardware, software, communications and office equipment needed to access and use the Platform, and for paying all associated third-party access charges.

7.2 Use of Data. Roya may monitor any and all use of the Platform by Customer and its users. Roya may gather Customer system and usage data for the purpose of optimizing the Platform. This information includes, but is not limited to, data regarding memory usage, connection speed and efficiency. Roya may use such data, the Data and Customer’s Confidential Information (defined in Section 8.1) for its business purposes, including, but not limited to, the identification of trends and the formulation of statistics, and may disclose the same, provided that in connection with such use or disclosure, (i) such data and information are aggregated and do not identify individuals or Customer, and (ii) such data and information shall not be identifiable as originating from Customer.

7.3 Changes to the Platform. Roya may make changes, upgrades and improvements to the Platform available to Customer from time to time. Roya may modify or delete any features of the Platform. Roya may, at any time, modify the Platform, or substitute old features with new features that have similar or improved functionality, as may be necessary to meet Applicable Laws or industry-standard requirements or demands or requirements of third party service providers.

8. Confidentiality.

8.1 Confidential Information. Each party acknowledges and understands that, except as set forth in Section 8.2, any and all technical, trade secret, and business information, including, without limitation, financial information, business or marketing strategies or plans, product development or customer information, and information otherwise obtained by the other, its affiliates, employees, representatives or other agents pursuant to this Agreement (the “Confidential Information”) is confidential and proprietary, constitutes trade secrets of the owner, and is of great value and importance to the success of the owner’s business. Non-public elements of the Platform constitute Roya’s Confidential Information, and Data constitutes Custom Confidential Information.

8.2 Exceptions. The parties shall have no obligation hereunder with respect to any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; or (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the disclosing party and which third party rightfully acquired such information. A disclosure of Confidential Information shall not be a violation of this provision if it is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the disclosing party provides prompt notice of any such subpoena, order, etc. to the other party so that such party will have the opportunity to obtain a protective order.

8.3 Obligations. Both parties shall maintain as confidential and shall not disclose (except for those employees, attorneys, accountants and other advisors, agents or authorized users of the recipient and its affiliates on a need-to-know basis and who have in turn been advised of the confidentiality obligation hereunder), copy, or use for purposes other than in connection with use of the Platform as authorized hereunder, the other party’s Confidential Information. Each party agrees to protect the other party’s Confidential Information with the same degree of care a prudent person would exercise to protect its own confidential information and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. Each party shall be liable under this Agreement to the other for any use or disclosure in violation of this Agreement by its employees, attorneys, accountants, or other advisors, agents or authorized users.

9. Limited Warranties.

9.1 Customer Warranties. Customer represents, warrants and covenants that (i) Customer will comply with all Applicable Laws with respect to its and its users’ access to and use of the Platform; and (ii) Customer has received all third party consents and certifications necessary for the transmission of Data to the Platform.

9.2 Disclaimers. ROYA AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE ROYA PLATFORM AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ROYA DOES NOT REPRESENT OR WARRANT THAT THE ROYA PLATFORM OR ANY ASSOCIATED SERVICES WILL BE AVAILABLE, ERROR FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT. THE ROYA PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND ROYA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Customer accepts sole responsibility for, and acknowledges that it exercises its own independent judgment in, its selection and use of Data and any results obtained therefrom.

9.3 Third Party Data. The Platform may allow access to data, information, or services disseminated by outside data sources and Customer acknowledges that Roya and its suppliers and licensors disclaim responsibility for the use, content, accuracy, timeliness, completeness or availability of such third party data information, or services and make no warranty concerning such information. CUSTOMER USES SUCH THIRD PARTY DATA, INFORMATION, OR SERVICES AT ITS OWN RISK.

10. Indemnification.

10.1 By Roya. Roya, at its own expense, shall: (i) defend, or at its option settle, any claim, suit or proceeding brought by a third party against the Customer alleging that the Platform (other than Data) infringes A United States copyright or trademark; and (ii) pay any final and non-appealable judgment entered or settlement against Customer thereon; provided, however, that Roya shall not be responsible for any compromise or settlement made without its prior consent. If the Platform is or may become the subject of such a claim, Roya may, at its option: (1) modify or replace the affected parts so the Platform become non-infringing or (2) terminate this Agreement and refund Customer for any prepaid and unused fees. Roya shall have no obligation with respect to any infringement claim based upon (a) Data or (b) Customer’s or its users’ combination, operation or use of the Platform with non-Roya applications, information or services if the infringement claim would have been avoided had such combination, operation or use not occurred. THIS SECTION STATES THE ENTIRE LIABILITY OF ROYA, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT INVOLVING THE ROYA PLATFORM.

10.2 By Customer. Customer will, if instructed by Roya, defend, and in any event indemnify, and hold harmless Roya and its affiliates and its and their licensors, suppliers, officers directors, employees and agents, from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees, settlements and judgments) arising out of or incurred as a result of: (i) any breach of this Agreement by Customer and/or its users; (ii) Customer’s and its users’ misuse of the Platform or any component thereof; and/or (iii) all matters relating to Data.

10.3 Process. Each party’s indemnification obligation under this Section 10 is conditional upon: (a) the indemnified party giving the indemnifying party prompt notice upon becoming aware the claim; (b) the indemnified party giving the indemnifying party the right to solely control and direct the investigation, preparation, defense and settlement of the claim; and (c) the indemnified party fully cooperates with the indemnifying party, at the indemnifying party’s expense, in such defense and settlement. The indemnified party shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim.

11. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROYA AND ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM AND ANY SERVICES RENDERED HEREUNDER (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF ROYA IS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ROYA’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER TO ROYA DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY.

12. General.

12.1 Assignment. The Agreement and all rights and obligations hereunder are not assignable or transferable by Customer without the prior written consent of Roya, and any attempt to do so shall be void.

12.2 Force Majeure. Roya will not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control.

12.3 Governing Law. This Agreement is deemed to be made under and shall be interpreted in accordance with the laws of the State of California, excluding conflict of laws provisions.

12.4 Arbitration. Any claim or cause of action arising out of, related to or connected with this Agreement or the Platform or Services that cannot be resolved through negotiation and settlement (a "Dispute") may only be heard by an arbitrator pursuant to binding arbitration as described in this Section 12. Arbitration shall be conducted by and submitted to a single arbitrator ("Arbitrator") selected from and administered by the San Diego office of JAMS in accordance with its then-existing Arbitration Rules & Procedures, and the parties consent to this as the sole and exclusive venue and jurisdiction for resolving Disputes. The Arbitrator may award damages that are consistent with the terms of this Agreement. Each party shall bear its own attorneys' fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys' fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within thirty (30) days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party, whether through class action proceedings or otherwise. Also, regardless of any statute or law to the contrary, any Dispute must be filed within one (1) year after such claim or cause of action arose or be forever banned. By agreeing to this binding arbitration provision, the parties understand they are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing, if Customer infringes or threatens to infringe Roya’s intellectual property rights, Roya may seek injunctive or other appropriate relief in any court having jurisdiction, and Customer hereby consents to, and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such courts.

12.5 Promotional Matters. Customer grants Roya a non-exclusive, worldwide, royalty-free, and fully paid-up license during the Term to use of Customer’s name, trademarks, logos, marks, and/or trade names in connection with the Platform and Service provided to Customer, and to be listed as a customer of Roya.

12.6 Independent Contractors. Customer and Roya are independent contractors and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. Except as otherwise specifically provided in this Agreement, neither party will have or represent that such party has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party.

12.7 Notices. All notices and consents required or permitted under this Agreement must be in writing; must be personally delivered or sent by registered or certified mail (postage prepaid) or by overnight courier, in each case to the addressed listed on the first page of the Agreement and will be effective upon receipt. Email notices shall not suffice under this Section. Each party may change its address for receipt of notices by giving notice of the new address to the other party. Notices to Roya shall be sent as follows:

Roya, LLC.

ATTN: General Counsel

10660 Scripps Ranch Blvd, Unit 100

San Diego, CA 92131

12.8 Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby and the illegal, invalid, or unenforceable provision will be deemed modified such that it is legal, valid, and enforceable and accomplishes the intention of the parties to the fullest extent possible.

12.9 Waivers. The failure of either party to enforce any provision of this Agreement, unless waived in writing by such party, will not constitute a waiver of that party’s right to enforce that provision or any other provision of this Agreement.

12.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement.

12.11 Remedies Cumulative. The enumeration herein of specific remedies shall not be exclusive of any other remedies unless otherwise expressly stated herein. Any delay or failure by any party to this Agreement to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy, or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.

12.12 Entire Agreement. This Agreement supersedes all prior discussions, understandings and agreements with respect to its subject matter. Any terms on a purchase order, payment document, or other document submitted by Customer shall be void and have no force or effect.