WE WILL POST ANY CHANGES TO THESE TERMS AND CONDITIONS IN A NOTICE OF THE CHANGE AT THE BOTTOM OF OUR WEB PAGE WITH A HYPERLINK THERETO. WE WILL ALSO SEND YOU AN EMAIL DESCRIBING ANY MATERIAL CHANGES. PLEASE REGULARLY REVIEW THESE TERMS AND CONDITIONS. NOTWITHSTANDING, IF YOU CONTINUE TO USE OUR SERVICES, YOU ARE BOUND BY ANY CHANGES THAT WE MAKE TO THESE TERMS AND CONDITIONS.

These Terms and Conditions are a legally binding agreement between you (the Customer, you, or your) and 10D, Inc. (10D, Company we, us, our). You acknowledge and agree that your use of the 10D platform (the Platform) and associated services (Services) through 10D’ website at www.bprhub.com(the Website) or otherwise will be governed by this Agreement, our Privacy Policy, and any related terms. 10D and the Customer are hereinafter sometimes referred to collectively as the Parties and individually as a Party.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at support@bprhub.com

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING AND NAVIGATING THROUGH OUR PLATFORM THROUGH OUR WEBSITE, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS YOU OR YOUR SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE OR PLATFORM.

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

Capitalized terms not defined herein shall have the same meaning ascribed to them under ourPrivacy Policy.

1. Definitions

Access Credentials means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Platform and Services.

Agreement means these Terms and Conditions, all sales order forms, all statements of work, SLA, addendums and any other agreement relating to the Services entered into by 10D and Customer.

Application means any Company application accessed by the Customer or its Authorized Users (including Customer’s customer) from Company’s webpage, the Apple App Store, Google Play Store, or its equivalent to access the Platform and the Services provided under this Agreement.

Authorized Users or Users means all users, including but not limited to Customer’s employees, contractors, agents, who are authorized by Customer to access the Services and the Platform under the Customer’s Service Plan.

Customer means the entity that has signed the SOW and Agreement with 10D.

Customer Data means data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Platform.

Deliverable means any item to be delivered by Company to Customer as part of the Services and identified as a deliverable in an applicable SOW.

Documentation means any documentation provided by Company for use with the Platform under this Agreement.

Harmful Code means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent Customer or any Authorized Users from accessing or using the Services or Platform as intended by this Agreement.

Permitted Use means any use of the Services or the Platform by the Customer or an Authorized User for the benefit of the Customer and/or its Authorized Users solely for their internal business operations.

Platform means the 10D BPR Hub, including the hardware, servers, software, systems, software application, and other equipment used by Customer to provide the Services and is commonly known as the Platform.

Service Level Agreement or SLA means the service level agreement defining the uptime and support availability for the Platform and Services.

Service Plan means the package of services provided by 10D as set in the SOW and SLA and as may otherwise be agreed by 10D and Customer from time to time.

Services means the services, as more fully described in the SOW, including access to the Platform and the services related thereto, any maintenance, training, configuration, data extraction, data feed, support, hosting, professional, and any other service provided by Company to Customer as identified in a SOW.

Statement of Work or SOW means a statement of work, service order or other writing in a form agreed to by the Parties, signed by both Parties, which, among other things, describes the Services, any Deliverables, any customization, the prices, the term, and any special terms.

Territory means the place where the Services are to be provided and, if not specified in the SOW, will mean the United States.

2. REGISTRATION, PAYMENT, AND USE OF THE PLATFORM

Statement of Work: In order to use our Services and access our Platform, the Customer must subscribe to a Service Plan, by entering into a SOW with 10D. Each SOW will include, at minimum, (i) the start date of Customer’s Service Plan, (ii) the term of Customer’s Service Plan and its renewal terms, (iii) any Deliverables to be provided, (iv) the Fees payable by Customer and payment terms, (v) any special or additional terms applicable to that SOW. Each SOW will incorporate by reference and be subject to these Terms and Conditions. The SOW will only be effective upon mutual execution by both parties.

Service Limitations: Upon successfully executing a SOW, each Customer will be allowed to set up accounts for a specific number of Authorized Users in the manner and number limited by its Service Plan (“Service Limitations”). Customer may request a change to their existing Service Plan by emailing sales@bprhub.com and our sales team will provide the Customer with an addendum to execute reflecting the change to subscription by Customer (“Addendum”).

Registration: Each Authorized User must individually complete registration on the Platform (“Registration”). To complete their Registration, Authorized Users will be required to (a) enter their email address, and (b) provide the access credentials to the Platform as provided to them by the Customer, to verify their relationship to the Customer. Upon Registration, Authorized Users will be allowed to use and access our Services and Platform in accordance with the agreed upon Service Plan.

Fees: There is a monthly and/or annual fee for accessing and using our Services. These Fees will be agreed to between Customer and 10D in the SOW and based on the selected Service Plan. Customer shall pay fees (“Fees”), upon receipt of invoice or notification from 10D, within the timelines set out in the SOW. If no such timelines are stated in the SOW, Fees will payable monthly in advance.

Taxes: Fees for Services are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with the Services provided under these Terms and Conditions. If 10D is obligated by law to pay or collect Taxes for which Customer is responsible, 10D will invoice Customer and Customer will pay the entire amount set out in such invoice within the applicable timelines unless Customer can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Customer will provide 10D any information 10D reasonably requests to determine whether 10D is obligated to collect Taxes.

Delay: In case of delay or non-payment of Fees, Customer shall be liable to pay interest at the rate of 1.5% (one point five percent) per month on the unpaid amounts from the due date till the date on which the entire amount is paid. Additionally, 10D may suspend any and all of its obligations under this Agreement till all Fees due from Customer are paid.

Set-Off, Refund: All amounts payable to 10D under these Terms and Conditions will be paid by Customer to 10D in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason or deduction or withholding of tax as may be required by applicable Law.

3. ELIGIBILITY, ACCESS, ROLES, AND RESPONSIBILITIES

Eligibility: Customer warrants that all Authorized Users (i) are 18 years of age or older; (ii) are not currently restricted from accessing our Website or Platform, or not otherwise prohibited from having an account, (iii) are not our competitor, or are not using our Website or Platform for reasons that are in competition with us; (iv) will only maintain one registered account at any given time; (v) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which they are a party; (vi) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (vii) agree to provide at their cost all equipment, browser software, and internet access necessary to use our Website or Platform.

Control: 10D has and will retain sole control over the operation, provision, maintenance, and management of the Platform and the Services. 10D will determine in good faith the selection, deployment, modification, support, maintenance, repair, upgrades, updates, corrections, repairs, and replacement of the Platform and Services. 10D will have the right to (a) review and monitor your use of the Platform and Services to ensure compliance with the terms of this Agreement; and (b), in its sole discretion, make any changes to the Platform and Services that it deems necessary or useful or requested by Customer.

Service License: Subject to and conditioned on Customer’s payment of the Fees and Customer’s and Authorized Users’ compliance with these Terms and Conditions and the Service Limitations, 10D shall provide Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to use and access the Platform in the Territory, and shall provide Services as per the Service Plan subscribed to by Customer. Except for the rights to access the Platform and Services, granted in Section 3(c) for the term set forth in the applicable SOW, nothing in this Agreement grants any title or ownership interest in or to any intellectual property rights in the Platform or Services, whether expressly, by implication, estoppel or otherwise. All title and ownership interest in and to the Platform and Services are and will remain with 10D. CUSTOMER AGREES THAT 10D IS NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM CUSTOMER’S ACCESS OR USE OF THE SERVICES, WEBSITE OR PLATFORM.

Service Levels: Company will use commercially reasonable efforts to provide access to the Platform and the Services in accordance with the SOW and the conditions thereof, including any Service Level Agreement executed between the Parties.

Customer Responsibilities: Customer is responsible for updating and installing maintenance updates, if any, to its environment. 10D shall not cover any expenses related to Customer’s maintenance updates or be liable for any interruptions or issues with regards to the Services due to non-updation or non-installation of maintenance updates by Customer. Customer shall take all reasonable measures to avoid any unauthorized or fraudulent use of the Services and will ensure that all its Authorized Users adhere to the terms of this Agreement. Customer is liable for the failure of it or any of its Authorized Users for any violation of this Agreement, including any person who obtains any Access Credentials of an Authorized User. Customer agrees to defend, indemnify, and hold Company and its Affiliates and their employees, directors, officers, contractors, and agents from any and all losses, costs, and damages resulting therefrom by it, its Authorized Users, or any persons who get access to the Access Credentials of its Authorized Users.

Access and Use: Services are intended to be used by Customer for its internal business purposes only and Customer shall be liable for any contravention of the terms of this Agreement, and any inappropriate, illegal, fraudulent, or misleading use of the Services. Customer shall take all reasonable measures to avoid any unauthorized or fraudulent use of the Services and will ensure that all its Authorized Users adhere to the terms of this Agreement. Customer or its Authorized Users shall not use the Platform (i) to transmit, distribute or store any material, including any material that may be harmful to computer systems (such as viruses, worms, Trojans, or password-cracking programs), that may adversely affect the Services or other customers; (ii) in any manner that would violate the intellectual property rights of 10D or any third party; (iii) to transmit any unsolicited email messages, host inappropriate content, or use any other service to send such unsolicited email messages; (iv) to gain unauthorized access to any of 10D’s data centers, systems, or networks; (v) to interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein.

4. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

Access and Service Restrictions: Customer agrees that the Platform, including but not limited to the Website, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by 10D and/or our licensors, including our customers, brands, and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information, or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement. You accept sole and complete responsibility for: (a) the selection of the Services to achieve your intended results, (b) the use of the Services, and (c) the terms of any contracts between you and your Authorized Users. 10D does not warrant that your use of the Services will be uninterrupted or error-free.

Ownership of Platform: Except as otherwise expressly provided in this Agreement, as between the Parties, Company has and will retain sole control over the operation, provision, maintenance, and management of the Platform and the Services. Company will determine in good faith the selection, deployment, modification, support, maintenance, repair, upgrades, updates, corrections, repairs, and replacement of the Platform and Services; provided, however, that Company will not modify the Platform or Services to remove any material features and will not modify any feature used by Customer or its Authorized Users without Customer's prior written consent. Company will have the right to review and monitor the use of the Platform and Services by Customer and its Authorized Users to ensure compliance with the terms of the Documentation, this Agreement, and any applicable SOW.

Changes: Company reserves the right, in its sole discretion, to make any changes to the Platform and Services that it deems necessary or useful or requested by the Customer to: (i) maintain or enhance the quality or delivery of Company's services to its customers, the competitive strength of or market for Company's services, or the cost efficiency or performance of the Platform; or (ii) to comply with applicable law.

Reservation of Rights: Except to the extent necessary to access and use our Website or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets, or other proprietary rights in or relating to our Website or Platform, whether expressly, by implication, estoppel, or otherwise. 10D and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website and Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Confidentiality: Any information including but not limited to proprietary or internal information related to the current, future, and proposed products or services of the Parties, financial information, process/flow charts, business models, information related to customers, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, information the Parties provide regarding third parties, that a receiving Party knows or has reason to know is confidential or proprietary (due to the nature of disclosure) is “Confidential Information”. The Parties understand that all Confidential Information exchanged between the Parties in connection with the Services, after the Contract Date, shall be received in strict confidence and will be used only for purposes of this Agreement. Any disclosure of Confidential Information to any other persons shall be subject to the condition that (i) such persons are bound by similar obligations of use and confidentiality as under this Agreement, and (ii) the disclosure is necessary for the exercise of its rights and performance of its obligations under this Agreement. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Customer or 10D; (ii) already known to the Customer or 10D prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.

Work Product and Deliverables: Except as specifically stated in a SOW, the Parties do not contemplate the development by 10D of any custom-developed deliverables or work product for Customer (“Work Made for Hire” or “Work Product”) as defined in the US Copyright Act of 1976. In the event Customer requests such Work Product by 10D in the future, the Parties will agree to the governing terms at that time and outline them in a SOW. Unless expressly stated in a SOW, nothing provided under this Agreement will be considered Work Made for Hire, including deliverables and other work under this Agreement.

5. TERM AND TERMINATION

Term: This Agreement will commence upon the Effective Date of the SOW and remain in full force and effect for the Term specified therein.

Termination: This Agreement may be terminated (i) by the mutual consent of both Parties and in writing; (ii) by a non-breaching Party for breach of the provisions of this Agreement by the other Party, which breach is not rectified by the breaching Party within 30 (thirty) days of being notified in writing of such breach; (iii) by 10D, immediately, if Customer (a) becomes the subject of a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (b) goes out of business or (c) ceases its operations; (iv) by 10D, immediately, if 10D reasonably believes that the Customer or an Authorized User has (a) violated this Agreement or our Privacy Policy, (b) created risk or possible legal exposure for 10D; or (c) our provision of our Website to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances.

Effect of Termination: Upon termination of this Agreement, (i) Customer will pay 10D any unpaid amounts that would have been owed to 10D for the remainder of the then-current term, without limiting 10D’s other rights and remedies, (ii) all licenses or rights granted by 10D to Customer pursuant to this Agreement will cease immediately, (iii) Customer will immediately cease all use of the Platform and Services, and each Party shall delete or destroy (or, at the disclosing Party’s request, return) all Confidential Information in its possession or control.

Survival: All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.

6. REQUIRED CONDUCT AND PROHIBITED CONDUCT

As a condition to access our Website or Platform, each Customer and Authorized User agrees to this Agreement and to strictly observe the following:

Required Conduct

• Comply with all applicable laws, including, without limitation, tax laws, export control laws, and regulatory requirements;
• Provide accurate information to 10D and update it from time to time as may be necessary;
• Review our Privacy Policy; and
• Review and comply with notices sent by 10D, if any, concerning our Website or Platform.

Prohibited Conduct

• Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer, or commercially exploit our Website or Platform (excluding any Customer content);
• Reverse engineer, decompile, disassemble, decipher, capture screenshots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Website or Platform, or any part thereof;
• Utilize information, content, or any data you view on and/or obtain from our Website or Platform to provide any service that is competitive with us;
• Imply or state, directly or indirectly, that you are affiliated with or endorsed by 10D unless you have entered into a written agreement with us;
• Adapt, modify, or create derivative works based on our Website or Platform or technology underlying our Website or Platform, or other Customers’ content, in whole or in part;
• Rent, lease, loan, trade, sell/re-sell access to our Website or Platform or any information therein, or the equivalent, in whole or part;
• Access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;
• Use manual or automated software, devices, scripts, robots, other means, or processes to “scrape”, “crawl” or “spider” any web pages contained in the Website;
• Use automated methods to add contacts or send messages;
• Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Website;
• Attempt to or actually access our Website or Platform by any means other than through the interface provided by 10D;
• Attempt to or actually override any security component included in or underlying our Website or Platform;
• Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
• Remove any copyright, trademark, or other proprietary rights notices contained in or on our Website or Platform, including those of both 10D or any of our licensors;
• Use any information obtained from our Website or Platform to harass, abuse, or harm another Customer; or
• Engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.

7. INDEMNIFICATION

You agree to indemnify, defend, and hold 10D and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against 10D and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.

8. WARRANTIES AND DISCLAIMERS

10D Warranties

10D warrants to Customer that during the Term, (a) 10D has the right to grant the license granted under this Agreement, or in the case of any third-party software, that it has the right to grant a sublicense to use such third-party software, and (b) 10D has the necessary resources, expertise, and personnel to perform the Services in a professional manner according to this Agreement, and any applicable SOW. The foregoing warranty in this clause will not apply if (i) caused by factors outside of 10D's reasonable control; (ii) that result from any improper actions or inactions of Customer or its Authorized Users, or any third parties who get access to the Platform or the Services from the Customer or any Authorized User; or (iii) that result from Customer's or its Authorized Users' data structure, operating environment, or equipment.

Customer Warranties

Customer represents, warrants, and covenants to 10D that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data, to allow 10D to process such Customer Data under this Agreement. Customer represents and warrants that none of the Customer Data provided hereunder infringes on the intellectual property rights of a third party. Customer further represents and warrants that it has the permission of each Authorized User whose personal information is shared with 10D.

Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION, ALL PLATFORM AND SERVICES ARE PROVIDED 'AS IS' AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM AND ANY SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S, ITS AUTHORIZED USERS', OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website or Platform; and (iv) whether our Website or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website or Platform, will create any warranty or representation not expressly made herein.

9. LIMITATION OF LIABILITY

Customer acknowledges and agrees that, in no event will 10D be liable to Customer or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Website or Platform, including, without limitation, any information made available through our Website or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website or Platform. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that 10D may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of 10D' liability will be the minimum permitted under applicable law.

10. PRIVACY POLICY AND CUSTOMER DATA

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for our Website or Platform. You understand that through your use of our Website or Platform, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by 10D and our affiliates.

Customer has and will retain sole responsibility for: (i) the accuracy and completeness of any Customer Data, including its content and use by Customer or any Authorized User; (ii) all information, instructions, and materials (collectively “Instructions”) provided by or on behalf of Customer or any Authorized User in connection with the Services; and (iii) all access to and use of the Platform and Products directly or indirectly by or through Customer's systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. Notwithstanding anything to the contrary herein, Customer agrees to indemnify and hold 10D harmless from all Losses (not solely caused by 10D) that arise out or relates to Customer Data, Instructions, and Customer systems that is used by 10D in full compliance with the terms and conditions herein.

11. ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website or Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website or Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

12. 10D COMMUNICATIONS

You understand and agree that you may receive information and push notifications from 10D via email, text message on your mobile device, or calls to your mobile number. You hereby consent to receive communications via email, text message on your mobile device, or calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not 10D.

• Email Contact. We may send promotional messages about us and our products and services related to our Website and Platform to your email. When you send us a query email at support@10D.com, you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with these Terms and Conditions and ourPrivacy Policy.
• Push Notification. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Website and Platform.

13. MODIFICATIONS

We will post any changes to these Terms and Conditions in a notice of the change at the bottom of our web page with a hyperlink thereto. We will also send you an email describing such changes. Please regularly review these Terms and Conditions. Notwithstanding if you continue to use our services, you are bound by any changes that we make to these Terms and Conditions.

14. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. Customer has no power or authority to bind 10D to any obligation, agreement, debt or liability. Customer shall not hold itself out as an agent or representative of 10D.

15. GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, USA. The Parties shall endeavor to resolve any dispute with respect to this Agreement in good faith within thirty (30) days of a controversy or claim (the “Dispute”) being raised by one Party with the other Party.

THE PARTIES AGREE THAT ANY UNRESOLVED DISPUTE SHALL BE SETTLED BY MANDATORY AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

The venue of the arbitration shall be in Santa Clara County, California, USA, and the language shall be English. 10D may recover its expenses (including reasonable attorneys' fees) incurred in connection with the dispute and any appeal from Customer. You and 10D agree that any Dispute arising out of or related to these Terms and Conditions or use or access of our Website or Platform is personal to you and 10D and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and 10D agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and 10D agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: 10D, RE: OPT-OUT, 10D, INC., 10120 PARKWOOD DR #1, CUPERTINO 95014, UNITED STATES. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION.

Parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to or not resolved by such binding arbitration.

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.

16. MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between you and 10D and supersedes any prior agreements between you and 10D with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website or Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to 10D shall be given by certified mail, postage prepaid and return receipt requested to 10D, Inc., 10120 Parkwood Dr #1, Cupertino 95014, United States. Any notices to you shall be provided to you through our Website or Platform or given to you via the email address or physical address you provide to 10D during the registration process. This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.