APIANT CLOUD TERMS OF SERVICE

(Last Updated November 1, 2018)

These CLOUD Terms of Service (these “CLOUD Terms”),together with the APIANT Terms of Service, available at https://apiant.com/tos(the “APIANT Terms”), and any other applicableService-Specific Terms (collectively, the “Agreement”), setforth the terms and conditions under which APIANT, Inc. (“APIANT”)agrees to provide the hosted “software as a service” (the “ CLOUDService”) for the Platform and related services to Customer as setforth in the subscription plan further described at https://apiant.com/#pricingand the sites linked to therein as of the CLOUD Effective Date (as may beupgraded, downgraded or otherwise modified, the “ CLOUD SubscriptionPlan”) selected by Customer in connection with these CLOUD Terms.

These CLOUD Terms are “Service-Specific Terms” under the APIANT Terms. Allcapitalized terms used but not otherwise defined in these CLOUD Terms shallhave the meanings ascribed to such terms in the APIANT Terms.

The Agreement is a legally binding agreement between Customer and APIANT;please read it carefully and save a copy of it for your records. By clickingthe “SUBSCRIBE” button, Customer agrees effective as of suchdate (the “CLOUD Effective Date”), to bebound by these CLOUD Terms in connection with the Agreement. CUSTOMER’SACCESS TO, AND USE OF, THE PLATFORM AND APIANT’S OBLIGATIONS WITH RESPECTTHERETO ARE EXPRESSLY CONDITIONED ON CUSTOMER’S ACCEPTANCE OF THE AGREEMENT.

1. These CLOUD Terms are Part of the Agreement and Governed by the APIANTTerms

The terms of the APIANT Terms agreed to in connection with the creation ofCustomer’s Account, including but not limited to all representations,warranties, covenants, agreements and indemnities relating to the CLOUDService, are incorporated herein by this reference, and Customer acknowledgesand agrees that the representations, warranties, covenants, agreements andindemnities contained in the APIANT Terms shall remain in full force and effectto the full extent provided therein. 

In the event of a conflict between the terms and conditions of these CLOUDTerms and the terms and conditions of the APIANT Terms, the terms andconditions of these CLOUD Terms shall control with respect to the CLOUDService.

THE APIANT TERMS, AVAILABLE AT HTTPS://APIANT.COM/TOS, CONTAINIMPORTANT INFORMATION REGARDING LIMITATIONS OF APIANT’S LIABILITY, CUSTOMER’SINDEMNIFICATION OBLIGATIONS, AND THE LAW GOVERNING, AND DISPUTE RESOLUTIONPROCEDURES UNDER, THE AGREEMENT.

2. APIANT’s Provision of the CLOUD Service is Governed by the CLOUDSubscription Plan

Subject to the terms and conditions of the Agreement, during the CLOUDService Term (as defined in Section 3 below), APIANT agrees to use commerciallyreasonable efforts to provide Customer the (i) CLOUD Service, and (ii) supportservices, in each case, in accordance with the CLOUD Subscription Plan.

3. The CLOUD Subscription Plan Sets Forth the CLOUD Service Term

Unless earlier terminated, these CLOUD Terms will remain in effect from the CLOUDEffective Date for a term (“Initial Term”) of either (i) one(1) calendar month, if the CLOUD Subscription Plan is a monthly plan, or (ii)one (1) calendar year if the CLOUD Subscription Plan is a yearly plan. These CLOUDTerms and the CLOUD Subscription Plan shall automatically renew for additionalperiods equal to the Initial Term (each, a “Renewal Term” andtogether with the Initial Term, the “CLOUD Service Term”),unless written notice of non-renewal is received by the other party prior tothe expiration of the then current term.

4. Customer’s Use of the CLOUD Service is Subject to Certain Restrictions

Without limiting any other restriction on Customer’s use or access to thePlatform in the APIANT Terms or otherwise in the Agreement, Customer’s use ofthe Platform in connection with the CLOUD Services must consist solely ofinternal uses.

5. Customer Is Responsible For Payment of Fees in Connection with the CLOUDSubscription Plan

Customer will pay APIANT the Fees described in the CLOUD Subscription Plan,as such Fees may be adjusted in accordance with the APIANT Terms.

6. The Platform Can Cause Irrevocable Damage to Customer’s Systems

The Platform’s performance of Tasks may irrevocably modify and/or deleteUser Data. CUSTOMER ACKNOWLEDGES AND AGREES APIANT IS NOT RESPONSIBLEFOR THE LOSS OR MODIFICATION OF ANY USER DATA BY THE PLATFORM AND CUSTOMER’SUSE OF THE PLATFORM IS AT CUSTOMER’S OWN RISK.

7. APIANT DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN

WITHOUT IN ANYWAY LIMITING THE GENERALITY OF Section [17] of the apiantterms, EXCEPT AS EXPRESSLY PROVIDED HEREIN, (i) APIANT DOes NOT WARRANT THATACCESS TO THE CLOUD service WILL BE UNINTERRUPTED OR ERROR FREE, and (ii) THE CLOUDservice is PROVIDED “AS IS,” AND APIANT DISCLAIMs ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT,MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN EACH CASE, TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. APIANT IS NOT LIABLE FOR CERTAIN DAMAGES AND LIABILITIES

WITHOUT IN ANYWAY LIMITING THE GENERALITY OF Section [19] of the apiantterms, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NOEVENT WILL (I) APIANT’S LIABILITY ARISING OUT OF OR RELATED TO THE CLOUDSERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITYEXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID OR OWED BY CUSTOMER UNDER THESE CLOUDTERMS DURING THE CALENDAR MONTH IMMEDIATELY PRECEDING THE DATE OF THE EVENTGIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP ANDNOT PER INCIDENT), AND (II) APIANT HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOSTPROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER,SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT APIANT HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS ANDDISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

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