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Master Subscription Agreement TERMS OF USE OF OFFICE TIMESHEETS (ON DEMAND VERSION): BY CLICKING THE CHECKBOX DISPLAYED BELOW, YOU (“YOU” AND/OR “YOUR”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF OFFICE TIMESHEETS ON DEMAND (THE "SERVICE"), PROVIDED BY LOOKOUT SOFTWARE LLC (“COMPANY”). 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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT CHECK THE BOX DISPLAYED BELOW AND YOU MAY NOT USE THE SERVICE. Welcome As part of the Service, Company will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Office Timesheets On Demand Version website incorporated by reference herein, including but not limited to Company’s privacy and security policies. 1. Definitions As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Purchase page on the Office Timesheets On Demand Version website, and any materials available on the Office Timesheets On Demand Version website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Company from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Purchase page" means part of Company’s website that allows the License Administrator designated by You to, among other things, add additional Users to the Service; "Company" means collectively Lookout Software LLC, a Texas corporation, having its principal place of business at 1201 Elm Street, Suite 4080, Dallas Texas 75270; "Office Timesheets On Demand Version Technology" means all of Office Timesheets On Demand Version's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Company in providing the Service; "Service(s)" means the specific edition of Office Timesheets On Demand Version's online time sheet, project tracking, cost tracking services identified during the ordering process, developed, operated, and maintained by Company, accessible via http://www.officetimesheets.com or another designated web site or IP address, or ancillary online or offline products and services provided to You by Company, to which You are being granted access under this Agreement, including the Office Timesheets On Demand Version Technology and the Content; "User(s)" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by You (or by Company at Your request). 2. Privacy & Security Company will exercise reasonable care to prevent any unauthorized person or entity from gaining access to Your data. Each party will promptly notify the other of any unauthorized access to or use of Your Data or passwords. The parties will use reasonable efforts to take remedial measures to address any such unauthorized access. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY YOU ARISING OUT OF OR RELATED TO USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR DATA, RESULTING FROM THE ACTIONS OR INACTIONS OF YOU, THE COMPANY, ANY THIRD PARTY, OR FROM THE FAILURE OF ELECTRONIC OR OTHER SECURITY MEASURES. You grant Company the right to display Your company’s or entity’s name on its customer list, which is used for Company’s marketing purposes (brochures, web site, etc.) Your authorized representative may request removal from this list at any time by written request. 3. License Grant & Restrictions Company hereby grants You a non-exclusive, non-transferable, worldwide right to use the Service, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Company and its licensors. You may not access the Service if You are a direct competitor of Office Timesheets On Demand Version, except with Company’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. From time to time, Company may offer a Beta version of the Service (“Beta”). You acknowledge that the Beta version may be an untested, non-functional, and/or partly functional version of the Service. If You elect to use the Beta, You do so at Your own risk. Company does not warrant that the Beta Features will be provided with due care. You will not rely upon the functionality of the Beta Features for any purpose whatsoever. The Beta features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta features. In the course of using the Service, you may link to third party products such as QuickBooks for billing processing and to Microsoft Project for project tracking purposes. “QuickBooks” is a trademark of Intuit Inc. and “Microsoft Project” is a trademark of the Microsoft Corporation. Company makes no representation or warranty regarding these products including, but not limited to, any warranty or representation regarding the fitness for a particular purpose or use or the accuracy of these products. All use of these products by You will be subject to this Agreement and the license agreements for Quickbooks and Microsoft Project, respectively, which you will be required to accept or decline prior to your use. 4. Your Responsibilities You are responsible for all activity occurring under Your user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Company immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or Your users; and (iii) not impersonate another Office Timesheets On Demand Version user or provide false identity information to gain access to or use the Service. 5. Account Information and Data Office Timesheets On Demand Version does not own or claim any proprietary rights in Your Customer Data. You, not the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of Your breach), Company will make available to You a file of the Customer Data within 30 days of termination if you so request at the time of termination. Company reserves the right to withhold, remove and/or discard Customer Data without notice for any breach by You of this Agreement, including, without limitation, Your non-payment. 6. Intellectual Property Ownership Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights (wherein so called), in and to the Office Timesheets On Demand Version Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Office Timesheets On Demand Version Technology or the Intellectual Property Rights owned by Company or its licensors. The Office Timesheets On Demand Version name, the Office Timesheets On Demand Version logo, and the product names associated with the Service are trademarks of Company or third parties, and no right or license is granted to use them. 7. Charges and Payment of Fees You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect, the amount of which shall be prorated for the remainder of the month in which you initially sign up for the Service. Subsequent charges will be processed on the 1st of each month, and shall be equal to the number of total active User licenses times the User license fee currently in effect. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Company with a valid credit card as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Purchase page on the Office Timesheets On Demand Version website. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term; (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be prorated for that billing month. COMPANY RESERVES THE RIGHT TO MODIFY ITS FEES AND CHARGES AND TO INTRODUCE NEW CHARGES AT ANY TIME, UPON AT LEAST 30 DAYS PRIOR NOTICE TO YOU, WHICH NOTICE MAY BE PROVIDED BY E-MAIL. ALL PRICING TERMS ARE CONFIDENTIAL, AND YOU AGREE NOT TO DISCLOSE THEM TO ANY THIRD PARTY. 8. Excess Data Storage Fees The maximum disk storage space provided to You at no additional charge is 3 MB per User license. If the amount of disk storage required exceeds this limit, You will be charged the then-current storage fees. Office Timesheets On Demand Version will use reasonable efforts to notify You when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Office Timesheets On Demand Version to so notify You shall not affect your responsibility for such additional storage charges. Company reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. 9. Billing and Renewal Company charges and collects in advance for use of the Service. Company will automatically renew and bill Your credit card on the first of every month. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Company has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Office Timesheets On Demand Version's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Company’s income. You agree to provide Company with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Company reserves the right to terminate your access to the Service in addition to any other legal remedies. All customers will be billed in U.S. dollars. If you believe your bill is incorrect, you must contact us in writing within 30 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. 10. Non-Payment and Suspension In addition to any other rights granted to Company herein, Company reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Company initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. YOU AGREE THAT COMPANY MAY CHARGE SUCH UNPAID FEES TO YOUR CREDIT CARD OR OTHERWISE BILL YOU FOR SUCH UNPAID FEES. Company reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Company has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent. 11. Termination of Agreement Company shall have the right to terminate this Agreement and discontinue Your access to and use of the System without prejudice to any rights that it may have in law, in equity, or otherwise, if You shall cause a Default (as defined below) to occur. For purposes of this Agreement, a Default shall occur upon any of the following events: (i) You fail to pay the fees and charges in accordance with Section 7 hereof; or (ii) You fail to comply with or to perform any provision of this Agreement and such failure continues for a reasonable period under the circumstances, but in no event more than ten (10) days, after You receive written notice of such failure; or (iii) Any representation or warranty made by You in this Agreement is breached or is false or misleading in any material respect, and such is not remedied within ten (10) days from receipt of written notice of such occurrence. 12. Effect of Termination or Expiration. Upon receipt by You of a notice, as contemplated above, or upon the expiration of this Agreement, Company may immediately disconnect You from the use of the Service until the Default is cured to the full satisfaction of You, provided that termination of this Agreement and License shall not relieve You of any obligations accruing in respect of this Agreement prior to such termination. Furthermore, upon termination, the license fee, if unpaid, shall be immediately due and payable, in full, to Company. Company shall also immediately remove any reference to the Service in any of Your materials or advertisements. 13. Other Remedies. You agree that, in addition to, and without limiting, any other remedy or right that Company may have at law or in equity, Company shall have the right to seek an injunction or restraining order against your failure to comply with or to perform any provision of this Agreement. 14. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service and that Your billing information is correct. 15. Indemnification You shall indemnify and hold Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a violation by You of Your representations and warranties; or (iii) a claim arising from the breach by You or Your Users of this Agreement. The obligations set forth in this Section 16 shall survive the expiration or earlier termination of this Agreement. Company assumes no liability to You or to third parties with respect to use of the Service or Office Timesheets On Demand Version. 16. Disclaimer of Warranties COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, FUNCTIONALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS. 17. Internet Delays COMPANY’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 18. Limitation of Liability Notwithstanding anything to the contrary contained in this Agreement, in no event shall either party to this Agreement be liable to the other party with respect to any indirect, incidental, special or consequential damages or for lost profits, lost revenues or damage to goodwill or reputation. Furthermore, You agree that Company’s liability, if any, under this agreement shall be limited to the amount actually paid by You in the twelve (12) month period immediately preceding the event giving rise to the claim. 19. Additional Rights Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you. 20. Local Laws and Export Control This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Company and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes. 21. Notice Company may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Company (such notice shall be deemed given when received by Company) at any time by any of the following: letter sent by confirmed facsimile to Lookout Software LLC at the following fax number: (214) 889-8891; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Lookout Software LLC at the following addresses: Lookout Software LLC, 1201 Elm Street, Suite 4080, Dallas Texas 75270, addressed to the attention of: Chief Financial Officer. 22. Modification of Terms Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. 23. Assignment; Change in Control This Agreement may not be assigned by You without the prior written approval of Company but may be assigned without your consent by Company to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of Company directly or indirectly owning or controlling 50% or more of You shall entitle Company to terminate this Agreement for cause immediately upon written notice. 24. General This Agreement shall be governed by the laws of the state of Texas and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Carrollton County, Texas. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and Company as a result of this agreement or use of the Service. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.