PLATFORM AND APPLICATIONS Agreement

This agreement (this “Agreement”) constitutes a legally binding agreement between you and Tetra Defense, Inc. (“Tetra,” “we,” “us,” or “our”) governing your use of and access to the Applications, the Platform, and the content made available in the Applications and the Platform. The “Platform” means the software as a service made available by us, accessible via the Internet, that provides an online solution with one or more modules to manage certain security information. The “Applications” means the computer programs and applications made available by us or our agents that are specifically designed to interact with the Platform on a compatible device.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE PLATFORM OR THE APPLICATIONS. BY USING OR ACCESSING THE PLATFORM OR THE APPLICATIONS, YOU ACCEPT AND AGREE TO THIS AGREEMENT AND THE INFORMATION SECURITY POLICY WHICH IS AVAILABLE UPON REQUEST.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT COMPANY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” AND “YOUR” REFER TO SUCH COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHALL NOT USE OR ACCESS THE PLATFORM OR THE APPLICATIONS.

  1. Account Registration; Order Forms.

To use the Platform or the Applications, you must first create and register an account with us. You represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and that you are not listed on any U.S. government list of prohibited or restricted parties.

Certain Platform modules and Applications are only available pursuant to an Order Form. An “Order Form” means the document(s), electronic sign up web site page(s), or other materials (tangible or electronic) accepted by you and issued by us pursuant to this Agreement that lists your payment information, the Platform modules or Applications to be made available by us to you, and the corresponding fees to be paid by you. An Order Form is deemed accepted by you if the Order Form is issued by us and is either (x) signed by you, or (y) approved by you in writing or through an electronic communication.

If you have not executed an Order Form with us, you must provide your email address as part of the registration process. If you have executed an Order Form with us, your account registration may be associated with the email address provided by you on the Order Form.

If you have not executed an Order Form with us, we reserve the right to refuse to provide you with use of or access to the Platform and the Applications, in whole or in part, at any time for any reason or no reason.

If an Order Form includes an automatic renewal, you authorize us on an automatic basis to (a) renew the subscriptions included in that Order Form, and (b) charge the applicable fees to the payment information that we have on file for you. We may increase the fees due for a renewal with notice to you at least ninety (90) days before the start of the renewal period. If you fail to cancel an automatic renewal by notice to us at least thirty (30) days before the start of the renewal period, you are deemed to have accepted the automatic renewal and the corresponding fees. We may cancel any renewal with notice to you before the start of the renewal period.

Some customers of ours request us to provide additional consulting services to support their use of the Platform and the Applications (“Platform Consulting Services”). In the event that we are to provide Platform Consulting Services to you, we shall describe such Platform Consulting Services in an Order Form.

  1. The Applications, the Platform, and the Platform Content.
    • Limited Right. Subject to the terms of this Agreement, we hereby grant you during the Term a nonexclusive, nontransferable, revocable, limited right to (a) access and use via the Internet the Platform and the Platform Content without circumventing any technological control of the Platform or Platform Content and in accordance with this Agreement, (b) install and use the Applications solely in connection with your permitted access to and use of the Platform and the Platform Content, and (c) use the Documentation solely for purposes of understanding the capabilities, functions, limitations, and requirements of the Applications, the Platform, and the Platform Content consistent with your permitted access to and use of the Platform and the Platform Content. The “Platform Content” means the content other than Third Party User Content we provide and make available to you in the Platform. The “Documentation” means the Platform Content consisting of user guides and support content we provide that describe the compatible devices and the features and functions of the Platform, the Applications, and the Platform Consulting Services, including any changes that we may provide to any of the preceding from time to time.  The “Third Party User Content” means data and content input, generated, made available, or transmitted by users other than you via the Applications and the Platform.
    • Your Users.  Certain features of the Platform may permit you to invite third parties to use the Platform to permit the management and review of your information security management, to review Your Data, to collaborate on the Platform, or to demonstrate your information security capabilities to prospective or existing customers (each, an “Invited User”). “Your Users” means one or more of your employees, independent contractors, your Invited Users, or other third parties associated by you or us with your account. You shall limit the number and type of Your Users solely to the extent permitted under the applicable Order Form and this Agreement. You shall ensure that each of Your Users understands the obligations under this Agreement and adheres to your obligations contained in this Agreement when accessing or using the Applications, the Platform, and the Platform Content. Any breach of this Agreement by any of Your Users will constitute a breach of this Agreement by you. As between you and us, you are responsible for (i) maintaining the security and confidentiality of all usernames and passwords used to access the Applications, the Platform, and the Platform Content, and (ii) for a telecommunications service that provides Internet access for purposes of access to and use of the Platform and Platform Content. If you have entered into an Order Form, the specific capabilities, functionality, and content that you are obtaining rights to under that Order Form are described or referenced in that Order Form.
    • Prohibited Activities. You shall comply with all applicable laws and the requirements stated in the Documentation. Except as expressly authorized by us under this Agreement, you shall not permit any third party to access or use the Applications, the Platform, or the Platform Content for purposes other than those expressly authorized by us under this Agreement. You shall not directly or indirectly through or with one or more other persons (a) decompile, disassemble, or reverse engineer the Applications, the Platform, or the Platform Content to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Applications, the Platform, or the Platform Content, or (iii) copy any ideas, features, functions, or graphics of the Applications, the Platform, or the Platform Content; (b) use the Applications, the Platform, the Platform Content, or any Tetra Technology (defined below in Section 2.5 (Tetra Technology)) to develop a competing service or offering; (c) except as expressly authorized by us under this Agreement, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Applications, the Platform, or the Platform Content for the benefit of any third party; (d) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Applications, the Platform, or the Platform Content (including any screen displays, etc.); or (e) except as expressly permitted herein, use or disclose any information you previously obtained from us pursuant to a nondisclosure, confidentiality, or similar agreement.
    • Other Restrictions. When using or accessing the Applications, the Platform, or the Platform Content, you shall not directly or indirectly through or with one or more other persons:
      1. post or transmit any content that is infringing, libelous, defamatory, abusive, offensive, obscene, or pornographic or that violates any law or right of us or any third party;
      2. abuse, harass, impersonate, intimidate, or threaten anyone;
      3. post or transmit any content that links to marketing schemes or off-topic content;
      4. post or transmit any content that contains software viruses or any other computer code, file, or program designed to interrupt, destroy, or limit the features or functionality of any software, hardware, or telecommunications equipment;
      5. use any robot, spider, scraper, or other automated means to access or use the Applications, the Platform, or the Platform Content for any purpose without our express written permission, or otherwise take any action that may impose an unreasonable or disproportionately large load on our infrastructure;
      6. bypass any measures we may use to prevent or restrict access to or use of the Applications, the Platform, or the Platform Content, or otherwise interfere or tamper with our administration or the proper working of the Applications, the Platform, or the Platform Content;
      7. falsify information; or
      8. take any action that is improper, unfair, or otherwise adverse to the operation of the Platform or the Applications or detrimental to any user.
    • Tetra Technology. Except for the limited rights granted pursuant to Sections 2.1 (Limited Right) and 2.2 (Your Users), we reserve all right, title, and interest, express or implied, in and to the Applications, the Platform, the Platform Content, System Data, our software and systems, our web applications, tools, and other application services, and our logos, marks, data, information, and other content we provide (collectively, the “Tetra Technology”). “System Data” means technical, configuration, statistical, utilization, and other information related to the use of the Applications, the Platform, or the Platform Content. You shall not use any Tetra Technology to contest the validity of any our intellectual property. Any such use of Tetra Technology constitutes a material, non-curable breach of this Agreement.
    • Your Data. As between you and us, you own all data and other content input into the Platform or the Applications or otherwise provided to us by you and Your Users, which data and other content is not otherwise a part of the Tetra Technology (collectively, “Your Data”). You hereby grant us a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, modify, and make derivative works of Your Data solely (a) to enable us to fulfill our obligations under this Agreement, including the Order Forms, and (b) that we anonymize to develop and enable the Tetra Technology. You warrant to us that you and Your Users (x) have obtained all rights, consents, and permissions necessary to grant the foregoing rights to us, and (y) comply with all applicable laws with respect to the collection, use, retention, and disposal of all of Your Data. We may remove any of Your Data that we determine to be in violation of the foregoing warranty.
    • Third Party User Content. You may access and use the Third Party User Content solely as intended through the provided functionality of the Platform and the Applications.  You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Third Party User Content for any purposes without the prior written consent of the respective owners and licensors of the Third Party User Content.
    • Suspension. We may suspend your access (and Your Users’ access) to the Applications, the Platform, and the Platform Content (in whole or in part, with respect to you or any of Your Users) (a) to prevent damages to, or degradation of, the Tetra Technology; (b) to comply with any law, court order, or governmental request; or (c) if you violate the terms of this Agreement. We will use reasonable efforts to provide you with notice before or promptly following any suspension. In the event the suspension arises from or relates to the acts or omissions of Your Users, we may limit the suspension to such users. This Agreement is not to be construed as imposing any obligation on us to monitor Your Data, Third Party User Content, or your use (or Your Users’ use) of the Platform, the Platform Content, or the Applications.
  2. Information Security.

To help keep Your Data that is entered into and stored in a database hosted by us on our systems secure, we have developed a number of policies and procedures. We shall use our best efforts to adhere to the Information Security Policy, which is available upon request, in maintaining and enforcing security procedures with respect to Your Data that is entered into and stored in a database hosted by us on our systems. We shall ensure that the Information Security Policy is equal to or better than applicable industry standards with regard to maintaining the security of such information.

  1. Fees and Payment.

Unless otherwise provided in an Order Form, you shall pay us the fees annually in advance. For fees and charges not otherwise paid annually in advance, you shall pay us the amounts listed on our invoice within the time frame listed in such invoice. Payments not made within the applicable time period are subject to late charges equal to the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount, or (b) the maximum amount permitted under law, plus in either case, costs of collection and attorneys’ fees. If you believe that an invoice is incorrect and you desire to obtain an adjustment of such invoice, you must provide us notice thereof including relevant details within 30 days of the invoice date. You are responsible for all sales, use, and similar taxes. You shall pay all amounts in U.S. dollars, by the method listed in the Order Form.

By providing us with your payment card information, you authorize us to charge such payment card. You agree to pay fees in accordance with the issuing bank cardholder agreement. You are responsible for ensuring that your payment information (such as address and debit or credit card number and expiration date) is accurate and up to date. If you have any difficulty making any change to the payment method, you must notify us by contacting us as specified in Section 10.12 (How to Contact Tetra) and demonstrating to our satisfaction your authority to change the payment method used for your payment. If an Order Form automatically renews, you agree that we may charge any previously provided credit card or other means of payment without your renewed permission at each applicable billing time. If your credit or debit card expires or the information is otherwise invalid, or if you or another party controlling the payment method make changes to the billing account too close in time to when we charge for any renewal (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the renewal constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method.

  1. Indemnification.

You shall indemnify, defend, and hold harmless us and our affiliates and subsidiaries and successors and their and our respective officers, directors, employees, representatives, independent contractors, and agents from and against any and all claims, losses, liability, damages, costs, fees, fines, penalties, charges, and expenses (including reasonable out-of-pocket expenses and attorneys’ fees) arising out of or relating to (a) your breach of any of your representations, warranties, or obligations under this Agreement, (b) your violation of law, (c) your (or Your Users’) provision or receipt of any products or services to or from any third party, (d) your (or Your Users’) use of Your Data, the Third Party User Content, or the Platform Content, or (d) your (or Your Users’) infringement of the intellectual property rights of us or a third party.

  1. Mobile Networks.

When you access the Applications or the Platform through a mobile network, your network or roaming provider’s messaging, data, and other rates and fees will apply. Downloading, installing, or using the Applications may be prohibited or restricted by your network provider, and not all of the Applications may work with your network provider or device.

  1. Term and Termination.

The term of this Agreement commences when you accept this Agreement and continues until terminated (the “Term”). We may terminate this Agreement at our discretion if all of the Order Forms between you and us have expired or not renewed, or if you have not executed an Order Form with us. We may also terminate this Agreement upon notice to you if you violate this Agreement. You may terminate this Agreement if we fail to cure our breach within 30 days of your notice to us of such breach. All fees are noncancelable and are not refundable.

  1. DISCLAIMER OF WARRANTIES.

THE PLATFORM, THE APPLICATIONS, THE PLATFORM CONTENT, THE THIRD PARTY USER CONTENT, AND THE PLATFORM CONSULTING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NONINFRINGEMENT. WE MAKE NO WARRANTIES AND WILL HAVE NO RESPONSIBILITY WITH RESPECT TO THE RESULTS OF ANY ACTION YOU, YOUR USERS, OR ANY THIRD PARTY MAY TAKE BASED ON YOUR DATA, THE THIRD PARTY USER CONTENT, OR USE OF ANY PLATFORM CONSULTING SERVICES OR TETRA TECHNOLOGY, AND WE WILL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM ANY USE OF SUCH INFORMATION, TECHNOLOGY, OR RESULT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES CREATES ANY WARRANTIES OR IN ANY WAY INCREASES THE SCOPE OF OUR OBLIGATIONS UNDER THIS AGREEMENT. THE PLATFORM, THE APPLICATIONS, THE PLATFORM CONTENT, THE THIRD PARTY USER CONTENT, AND THE PLATFORM CONSULTING SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED THIRD PARTIES (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. WE WILL NOT BE LIABLE FOR ANY SUCH ACTIVITIES NOR WILL SUCH ACTIVITIES CONSTITUTE A BREACH BY US OF OUR OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND US. YOU MAY ACCESS AND BE PROVIDED INFORMATION REGARDING PRODUCTS AND SERVICES PROVIDED BY PERSONS AND ENTITIES OTHER THAN US (“THIRD PARTY INFORMATION”). ALL THIRD PARTY INFORMATION IS PROVIDED AS-IS, WITHOUT WARRANTIES OF ANY KIND. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ANY THIRD PARTY INFORMATION, OR AS TO THE ACCURACY, CURRENCY, OR COMPREHENSIVENESS OF THE SAME.

  1. LIMITATION OF LIABILITY.

WE WILL NOT HAVE ANY LIABILITY TO YOU, YOUR USERS, OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, SUCH AS LOSS OF PROFITS, SALES, BUSINESS, OR DATA, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS DAMAGES, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE PLATFORM, THE APPLICATIONS, THE PLATFORM CONTENT, THE THIRD PARTY USER CONTENT, OR THE PLATFORM CONSULTING SERVICES. THE TOTAL LIABILITY OF US TO YOU, YOUR USERS, OR ANY OTHER THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE PLATFORM, THE APPLICATIONS, THE PLATFORM CONTENT, THE THIRD PARTY USER CONTENT, AND THE PLATFORM CONSULTING SERVICES, REGARDLESS OF WHETHER UNDER A CONTRACT, TORT, OR OTHER THEORY OF LIABILITY, FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED THE FEES YOU PAID US PURSUANT TO THIS THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

  1. General Provisions.
    • Feedback. “Feedback” means suggestions, comments, requests, improvements, modifications, defect, bug, and error reports, and other feedback provided by you or Your Users with respect to the Tetra Technology or any of our offerings. Feedback is voluntary. We are not required to hold Feedback in confidence. You hereby grant, and on behalf of Your Users grant, us an irrevocable, nonexclusive, perpetual, royalty-free, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, make derivative works of, sell, and import such Feedback and products and services that incorporate such Feedback. If you participate in any interviews, focus groups, or other activities we initiate for the provision of Feedback, you shall not use or disclose the information provided by us or any third party in the course of such activities.
    • Certain Communications. You agree, on behalf of yourself and Your Users, that we may send communications to you and Your Users via email, text message, calls, and push notifications, including communications of prerecorded messages generated by automatic telephone dialing systems. Communications from us may include, but are not limited to, (a) operational communications concerning the account, the Platform, and the Applications, (b) updates concerning new and existing features on the Platform and Applications, (c) news concerning us and industry developments, and (d) other information regarding our offerings. Standard messaging charges applied by your carrier or Your Users’ carrier may apply to messages we send. If you wish to opt out of such communications, please contact us as specified in Section 10.12 (How to Contact Tetra).
    • Modifications. We may modify and update this Agreement from time to time by providing you notice of such modification or update. Such modifications and updates will be considered accepted and binding on you if you continue to use the Applications, the Platform, or the Platform Content after any such notice of any such modifications and updates.
    • Waivers. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between you and us, operates as a waiver or estoppel by us of any right, remedy, or condition. A waiver made by us in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy by us under this Agreement constitutes the election of an inconsistent right or remedy, that election does not either constitute a waiver of any right or remedy, or limit or prevent the subsequent enforcement by us of any provision of this Agreement.
    • Assignment. Without our prior written consent, you shall neither (a) assign, whether voluntarily or involuntarily, this Agreement or any of your rights under this Agreement, nor (b) delegate any performance under this Agreement except as otherwise expressly permitted by us in writing. Any purported assignment or delegation in violation of this section will be void. We may assign this Agreement and any or all of our rights and delegate any or all of our obligations hereunder by providing notice to you. This Agreement binds and benefits you and us and each of your and our respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.
    • Governing Law. The laws of the State of Wisconsin govern all matters arising out of or relating to this Agreement, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter hereof. You hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in Dane County, Wisconsin for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement, which courts are the exclusive forum for any such suit, action, or other proceeding. If we are the prevailing party in any such dispute, we may recover our reasonable attorneys’ fees related to such dispute.
    • Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected or impaired.
    • Entire Agreement. This Agreement, together with the Order Form(s), is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations, term sheets, letters, memoranda, and other discussions and agreements, either oral or in writing, between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. No provision of this Agreement may be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, you have not relied on any statement, representation, warranty, or agreement of ours or any other party except for those expressly contained in this Agreement. In the event of a conflict between an Order Form and this Agreement, this Agreement will govern, unless the Order Form specifically identifies the provision in this Agreement being superseded and the Order Form is signed by both you and us. You may have entered into, or may in the future enter into, one or more separate agreements for the provision of products or services that are not the subject matter of this Agreement. This Agreement will not affect the terms of such other agreement(s) and such other agreement(s) will not affect the terms of this Agreement.
    • Relationship of the Parties. Each party is an independent contractor with respect to the other party and is not an employee, joint venturer, partner, or agent of the other party. Neither party has the authority to enter into any contract in the name of or on behalf of the other party, solely by reason of this Agreement.
    • Headings. The descriptive headings of the articles, sections, and subsections of this Agreement are for convenience of reference only. They do not constitute a part of this Agreement and do not affect this Agreement’s construction or interpretation.
    • Effect of Termination. Upon termination of this Agreement, you shall (and you shall ensure that Your Users) destroy or delete all copies of the Applications, the Platform Content, and the Third Party User Content from any and all computer libraries and devices in your or their possession or control. The following sections survive any termination or expiration of this Agreement: Section 2.3 (Prohibited Activities), Section 2.5 (Tetra Technology), Section 2.6 (Your Data), Section 4 (Fees and Payment), Section 5 (Indemnification), Section 6 (Mobile Networks), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), and Section 10 (General Provisions).
    • How to Contact Tetra.

You can contact us via email [insert email address] or at the following address:

Tetra Defense, Inc.

740 Regent Street, Suite 203

Madison, WI 53715

To be effective, any notice to us given in connection with this Agreement must be in writing and (a) delivered in person, (b) mailed by certified or registered mail, return receipt requested, postage prepaid, (c) sent by same-day messenger or nationally recognized overnight delivery service, with all fees prepaid, or (d) sent by email, with acknowledgment of receipt by either the intended recipient or other third party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email). A notice to us is effective on the earlier of (x) the date it is delivered in person, (y) the date it is delivered to us as indicated by the date of the acknowledgement or signed receipt, or (z) with respect to an email, the date on which the email is confirmed, provided that if such date is not a business day or the confirmation time is after 5:00 p.m. local time of the recipient on a business day, then the following business day. We may update our email address or physical address at any time with notice to you or by posting the updated information to this page. Any notices to you shall be provided to you in accordance with Section 10.2 (Certain Communications) or given to you via the email address or physical address you provide to us during the registration process. Notices to you are effective when we send such notice.

10.12  Beta. Beta capabilities, functionality, and content may be labeled as such either (a) in the Order Form, or (b) within the applicable portion of the Applications, the Platform, or the Platform Content. While such capabilities, functionality, and content are in beta, we may suspend your access (and Your Users’ access) to the beta capabilities, functionality, and content (in whole or in part, with respect to you or any of Your Users) at any time for any reason.

10.13 Force Majeure.  Our obligations under this Agreement will be suspended during the period and to the extent that we are prevented or hindered from providing any products or services due to any of the following causes beyond our reasonable control (such causes, “Force Majeure Events”): (a) acts of God, (b) flood, fire, or explosion, (c) war, invasion, riot, or other civil unrest, (d) regulation, law, government order, or government action, (e) actions, embargoes, or blockades, (f) national or regional emergency, (g) strikes, labor stoppages, slowdowns, or other industrial disturbances, (h) shortage of adequate power or other infrastructure facilities, (i) quarantine, “shelter in place,” “stay at home,” workforce reduction, and other measures in response to or required by applicable law or a government authority directive, order, recommendation, or guideline, or (j) any other event which is beyond our reasonable control.  We will not be liable for any nonperformance or delay in performance of our obligations under this Agreement when such failure is due to a Force Majeure Event.

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