F I R S T L I N K
Service Description

First Link Technology, Inc. (from now known as “The Company”) provides access to dedicated server, web, email, news and secure servers, and various server applications, to the Internet and a gateway through which the client transfers data. The Company provides technical services and consulting, hourly or by contract. The Company provides high capacity, dedicated and shared network circuits. With a subsidiary, the Company offers analog, ISDN dialup and DSL connections to the Internet for a fee. For these services, the Company charge fees. The Agreement consists of computing and communications services, software, databases, data, information, consultation, Internet development and maintenance, and all other material (collectively “information”) available through the Company. The Company reserves the right to modify its network and facilities used to provide the Services for purposes including but not limited to accommodating evolving technology and increased network demand, and providing enhanced services. The Company shall use reasonable efforts to notify the Client of any planned changes to the Company’s network or facilities that may adversely affect the Services provided hereunder.

Service Term

This Agreement shall be for the term specified by the Client on the Proposal for Service Contract, as applicable (the “Initial Term”). This Agreement will be automatically renewed, at the end of the Initial Term, on a month-to-month basis and at a month-to-month rate unless either Party provides thirty (30) days written notice to the other of termination of this Agreement prior to the end of the then current term. The Initial Term and all month-to-month extensions thereof are collectively referred to herein as the “Term” of this Agreement.

The Client may terminate this Agreement by giving the Company at least thirty (30) days prior written notice. However, the Client remains obligated to pay all amounts remaining in the Initial Term, and if the Company has purchased equipment and/ or contracted third party services on behalf of the Client, including but not limited to carrier circuit and/ or router, the Client shall assume responsibility for payment for such equipment or services, until paid in full. Any termination by the Company or Client shall not relieve Client of any obligations to pay fees accrued prior to such termination.

A termination charge will be waived when all of the following conditions are met: 1) the Client discontinues the contracted service(s) and signs a new service agreement(s) for any other Company-provided service(s), 2) the new service agreement(s) have a total value equal to or greater than the remaining prorated value of the existing agreement(s) (excluding any special charges, applicable non-recurring charges, or previously billed but unpaid recurring and/or nonrecurring charges), 3) the Client places the orders to discontinue the service and establish new service at the same time, and 4) a new minimum service period goes into effect when the new service agreement term begins.  New service is defined as newly provisioned Service placed under new service agreement(s), or new additions to existing service agreement(s), but does not include renewals of expiring service agreement(s), renegotiations of existing service agreement(s) or conversions from month-to-month service to contracted service.

Client may move the physical location of all or part of Service to another location within the Company’s serving area as the Service being moved, provided the following conditions for the move are met; 1) Service moved to the new location is provided to Client by the Company; 2) Client advises Company that Service at the new location replaces existing Service; 3) Client’s requests for the disconnection of the existing Service and the installation at the new location are received by Company on the same date; 4) Client requests Company to install the Service at the new location on or prior to the disconnection date of the existing Service; 5) Client pays all the current recurring and nonrecurring charges related to the Service at the new location, pursuant to this Agreement; and 6) Client agrees to pay all applicable moving charges with any third party vendors that are required to perform this Service.

In conjunction with this Agreement, the Client agree to the terms and conditions detailed in the Acceptable Use Policy, the Unsolicited Commercial and Bulk Email Policy and the Privacy Policy.

Payment Terms

Terms of payment for all recurring monthly billing charges are, net (30) thirty days in the currency in which billed. Terms of payment on all new charges are due on receipt in the currency in which billed. Delinquent accounts over thirty (30) days will be charged a late fee of ten dollars ($10.00) or one point five percent (1.5%), whichever is greater. Delinquent accounts over forty-five (45) days will be suspended under this Agreement until such time as the charges due are paid. Delinquent accounts over sixty (60) days will be terminated and subject to a reinstatement fee. The Client agrees to pay all costs including all attorneys’ fee in the collection of outstanding accounts.

All Clients must prepay the monthly fees, whether or not an invoice is received. Charges for any additional services added to the Client’s account will be invoiced on the day of activation for that service, prorated through the month. All hourly services, including but not limited to technical support, web maintenance and training, will be payable upon receipt of invoice for applicable charges. Company shall be reimbursed for, including but not limited to, contracted expenses incurred on behalf of the Client or usage overage fees on the account. Such expenses will be invoiced and due upon receipt when incurred. Set up fees are payable before the account is activated and are non-refundable. Rates are determined by the Company and are subject to change. Use of services after receiving the increase notification will constitute acceptance of the new fees by the Client.

Client shall pay, in accordance with the provision of the billing option selected by the Client, including but not limited to any registration or monthly fees, overage charges, minimum charges and other charges incurred by the Client or its designated Clients at the rates in effect for the billing period in which those charges are incurred, including but not limited to, charges for purchasing through other services and/or other surcharges incurred while using supplemental networks or services other than the Company. Such fees may include taxes, fees or assessments by governmental agencies and the Company shall have the right, at any time, to pass through and invoice to the Client any new or increased taxes, fees, assessments or other charges imposed on or required to be collected by the Company by any governmental agency.

The Company reserves the right to refuse any application or cancel any membership with a full refund of unused fees, not including set up fees, at our sole discretion and without prior notice. The Company reserves the right to revoke usage or remove content from the Company site or server at any time for any reason, and without notice to the Client if unlawful practices are discovered. Should the Company terminate the service pursuant to this Agreement and provide proper notification, the Client has no rights to request any copies of data or material available on the server. Upon termination of this agreement, all data or material stored on the Company’s facilities will be erased without prior notification.

In the event Client’s account becomes past due, or is otherwise deemed insecure, the Company may, in its sole discretion, suspend, interrupt or disconnect the Services. In the event of such suspension, interruption or disconnection, Client may be required to post a deposit or such other security, as the Company deems necessary in order to resume receiving the Services. In addition, if the Company in its sole discretion, deems

Client to be financially insecure, the Company may require such other action of Client, including letters of credit, security deposit(s), restrictions on available credit or other action as the Company may require from time to time regardless of Client’s then-current status or payment history. Failure to satisfy the Company’s request for such action within timelines set by the Company may result in immediate termination of service without further notice.

Duties of the Company

The Company will make every effort to provide high quality service to the Client. The Company will respond to email inquiries within one (1) business day of receipt. The Company will handle more complex inquiries, or situations that cannot be handled by email, by phone Monday through Friday 8:30 to 5:30 MT. Service incidents that include technical and administrative support including without limitation (i) installation, provision, operation, and/or maintenance of Client’s equipment, hardware and/or software or any computer hardware and/or software used by the Client will result in a reasonable fee charged to the Client. The technical support phone number is 303-691-8200 and should be used for system network failure after hours. Use of the emergency system inappropriately will result in a reasonable fee charged to the Client.

The Company may acquire, on request of Client, services from a third party vendor on behalf of the Client. In such case the Client hereby waive any and all claims which it may have against the Company for any loss, damage, claim or expense arising out of, or in relation to, the Services following the termination of services by the Company for any reason. Any costs of the Company from the third party vendor for the Client shall be reimbursed to the Company upon receipt of an invoice to Client. On request, and subject to additional fees, the Company may register domain names on behalf of the Client. At no time does the Company represent that any particular domain name is available for registration. The registration and use of domain names is subject to the terms and conditions of the relevant naming authority. The contract for registration is between the Client and the naming authority. If payments are not received in respect of domain name registrations the Company may cancel or retain them. The Company gives no warranty that the domain name will not infringe the rights of any third party. The Client is responsible for ensuring they have rights to use domain names that are registered through the Company and the Client hereby indemnifies the Company for any loss of whatsoever nature incurred by the Host in that regard. In the event of a dispute between the Client and third parties in respect of the rights to domain names, the Company retains the right to suspend or cancel disputed domain names. Unless otherwise stated the Client has full responsibility for the renewal of the domain name.

Upon expiration or termination of the Agreement, Client must discontinue use of Services and relinquish use of IP addresses and server names assigned to Client by the Company in connection with Services, including without limitation pointing the DNS for Client’s domain name(s) away from the Company. Client agrees the Company may, in its sole discretion, make modifications to DNS records and zones on the Company’s network, managed and/or operated DNS servers, and/or other services. The Client may permit subsidiary and affiliated companies to use Services, and Client is responsible for acts and/or omissions of any and all third party users. The Client may resell to third parties and assumes full responsibility for third party activities and content, which are governed by the Agreement. Unless otherwise expressly stated in the Agreement, the Company will provide Support only to the Client and will not provide Support to the Client’s customers, end users, subsidiaries, affiliates, third parties, and/or third party affiliates. There are no third party beneficiaries to the Agreement, meaning that the Client’s customers, subsidiaries, affiliates, and/or third parties have no rights against the Company under and/or arising from the Agreement.

The Company reserves the right to modify its network and facilities used to provide the Services for purposes including but not limited to accommodating evolving technology and increased network demand, and providing enhanced services. The Company shall use reasonable efforts to notify the Client of any planned changes to the Company’s network or facilities that may adversely affect the Services provided hereunder using the following methods: 1) Scheduled Maintenance; expecting necessary planned interruptions for service, upgrades, and reconfiguration. The Company will minimize the number and duration of these interruptions. The Company will attempt to coordinate with all affected users to schedule the interruptions for times least disruptive. 2) Planned Outages; The Company will communicate planned outages by email or by phone 3 business days before the outage. If a planned outage becomes necessary in cases of great urgency, the Company will communicate soon after the outage necessity is determined. 3) Unplanned Outages; The Company will communicate unplanned outages as time permits, to the first available Client contact by phone or, if unavailable, email.

The Company will utilize its best efforts to maintain acceptable performance of services, but the Company makes no warranties whatsoever, expressed or implied, including warranty of merchantability or fitness for a particular purpose. As a result, Client agrees that the Company shall not be liable to Client or any of its Clients for any claims or damages which may be suffered by Client or its Clients, including but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of the Company. Client agrees to indemnify and hold harmless the Company from any and all claims, suits or judgments of whatever nature brought against or obtained against the Company as a result of services provided. The service is distributed on an “as is” basis without warranties of any kind, either expressed or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose or otherwise, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable to the client agreement.

The Client agrees that it will not hold the Company responsible for any selection of or retention of, or the acts or omissions of, third parties in connection with the service (including those with which the Company contracts to operate various areas on the service).

Duties of the Client

The Service may be utilized only for lawful purposes, and the usage of the service in connection with or adjunct to any matter or thing, which violates any foreign, municipal, state, county or federal statute or regulation is prohibited. The Client agrees they, or any third party for which they are responsible, will not use the services in violation of the law or aid in any unlawful act. The Client agrees they, or any third party for which they are responsible, will not use, or attempt to use, the services to access, alter or destroy any information of another by any fraudulent means or device. The Client agrees they, or any third party for which they are responsible, will not use the service to interfere or disrupt other Clients, network services or network equipment, intentionally or not; disruptions include but are not limited to distribution of unsolicited advertising or chain letters, propagation of computer worms or viruses, and using the network to make unauthorized entry in to any other machine accessible via the network. The Client shall be solely responsible for the content of any transmissions over the Internet by the Client or any third party using the Client’s facilities. You acknowledge and accept that despite the security measures the Company takes in connection with the Services, the Company’s system and/or Clients’ websites may nonetheless become compromised, including without limitation, by hackers, Internet viruses, malware, worms or Trojan horses, or the like. Under such circumstances, the Company may take corrective action as it deems appropriate in its sole discretion and the Client acknowledges and agrees that the Company shall have no liability to the Client for any damage or loss that you may incur due to such corrective action.  In addition, the Client agrees that any costs, including equipment or labor, that are incurred in the corrective action will be billed to the Client for payment in the next billing cycle.

The Client agrees to indemnify and hold harmless the Company from and against any and all claims, actions, causes of actions, administrative or government action, losses or damages (including legal fees and expenses) arising from the usage by Client and/or Client’s customers of the service in violation of this Agreement. In the event that the Company, at any time, reasonably believes that the Service is being utilized by the Client or the Client’s customers in contravention of the terms and conditions of this Agreement, the Company may, at its sole discretion, immediately discontinue such service to Client or any of Client’s customers as the case may be, without liability other than for the refund of unearned prepaid service fees. In no event shall the Company be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, suffered by Client or any third party, whether in an action in contract, tort or strict liability or other legal theory, even if the Company has been advised of the possibility of such damages. In no event will the Company’s liability for any damages, losses and causes of actions whether in contract or tort exceed the actual dollar amount paid by Client for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to Client. In such jurisdictions, the Company’s liability (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the greatest extent permitted by applicable law.

Client shall, at their own expense, provide all necessary preparations required to comply with the Company’s installation and maintenance specifications and shall be responsible for the costs of relocation once services are initiated. Client agrees to use the trademarks and copyrighted material of the Company as is. The Client is not permitted to use the Company information under his/her own name. Client warrants that he/she has the right to use any trademarks or copyrighted material appearing on their websites. Neither Client nor any of its designated Clients may reproduce, redistribute, retransmit, publish or otherwise transfer or commercially or personally exploit, any proprietary information which they receive through the Company except in writing and signed by a duly authorized representative of the Company.

Client agrees to the rates and billing procedures as set forth. Unless otherwise specified, the contract length is month to month. The Client agrees to provide a thirty (30) day notice before canceling service. Cancellations must be made in writing via mail, e-mail or fax. The Company reserves the right to change the rates and otherwise modify this agreement upon ten (10) days written notice. Use of the Company’s services on or after the effective date constitutes acceptance of the new terms and conditions. Other registration and overages charges could apply.

The Company may occasionally require new registration and account information to continue the service. Client must notify the Company of any changes in account information. The Client agrees not to upload, post or otherwise publish on or over the Service, and not to seek on or over the Service, any software, file, information, communication or other content: a.) Which violates or infringes upon the rights of any other, b.) Under the circumstances and in the Company’s good faith judgment, is likely to be perceived by an intended recipient or targets defamatory, deceptive, misleading, abusive, profane, pornographic, offensive or inappropriate, c.) Is unsuitable for minors, d.) Constitutes a threat to, harassment of or stalking of another,

e.) Adversely affects the performance or availability of the Company resources, f.) Contains any virus, worm, cancelbot, harmful component or corrupted data, or g.) Without the approval of the Company, contains any advertising, promotion or solicitation of goods or services for commercial purposes. Client acknowledges that The Company will not be required to edit or review for accuracy or appropriateness any content within the Service. The Client is responsible for its content residing on the Company servers, and except as otherwise agreed with the Company for the backup thereof.

Materials and Products

Client will deliver material and products to the Company server in a form that requires no manipulation on the part of the Company to be delivered to the Internet, or server-ready form. The Company shall make no effort to validate the material and products for content, correctness or usability. Use of the Company’s service requires knowledge of Internet languages, protocols and software. The skill level required varies depending on the use and content of the Client’s website. Web page design requires knowledge including but not limited to HTML, linking documents, FTPing and graphic placement. CGI programming and database management requires knowledge including but not limited to UNIX environment, online editors, Perl or C++ language, SQL and permissions. The Company can provide these services to the Client upon written agreement of the terms and costs.

In the event that material or products are delivered to the Company server in non server-ready form, the Company will not be responsible for making the material or products server-ready. If the material or products are impeding the functionality of the Company server, in any way, the Company has the right to deactivate the material or product from the server. The Company will notify the Client immediately of the deactivation and give the Client the opportunity to amend or modify the material to satisfy the needs and/or requirements of the server. If the Client fails to modify the material, within a reasonable time period decided by both Parties, the material will be removed.

Independent Contractor

The Company is an independent contractor.  Neither the Company nor any of the Company’s officers, employees, agents or subcontractors, if any, is an employee or agent of the Client by virtue of this Agreement or performance of any work under this Agreement. Nothing in this Agreement will be construed to establish a joint venture, partnership, employer-employee relationship, or other association between the Parties.

Third Party Software and Services

In the course of providing Services, the Company may provide access to or use of Third Party Software or Services to the Client. The Company has the authorization and right to license the Third Party Software or Services to the Client. Except however as otherwise set forth herein, nothing shall cause or imply any sale, license, or other transfer of proprietary rights of or in any Third Party Software or Service to the Client. If the Client decides to enable, access or use Third Party Software or Services, be advised that the access and use of such Third Party Software or Services is governed solely by the terms and conditions of such Third Party, and the Company does not endorse, is not responsible or liable for, and make no representations as to any aspect of such Third Party Software or Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Service Data) or any interaction between the Client and the provider of such Third Party Software or Services. We cannot guarantee the continued availability of such Third Party Software or Service features, and may cease providing them without entitling the Client to any refund, credit, or other compensation, if for example and without limitation, the provider of an Third Party Software or Service ceases to make it available for interoperation in a manner acceptable to the Company. You irrevocably waive any claim against the Company with respect to such Third Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with the enablement, access or use of any such Third Party Software or Services, or the reliance on the privacy practices, data security processes or other policies of such Third Party Software or Services.  The Company disclaims all warranties, indemnities, obligations, and other liabilities in connection with any Third Party Software or Service. You may be required to register for or log into such Third Parties on their respective websites. By enabling any Third Party Software or Services, the Client is expressly permitting the Company to disclose login information as well as Service Data as necessary to facilitate the use or enablement of such Third Party Software or Services.

Confidential Information 

Any computer programs, notes, sketches, drawings and reports that the Company develops for or relating to this Agreement remain the property with respect to copyright of the Company unless agreed by both Parties in writing prior to development. Any Inventions that the Company develops or uses remain the exclusive property of the Company unless agreed by both Parties in writing prior to conception. “Inventions” includes any and all inventions, improvements, discoveries, and technical developments that the Company conceives or reduces to practice.  The Client agrees during the term of this Agreement and thereafter to hold in confidence the Company’s Confidential Information. “Confidential Information” includes, but is not limited to, technical and business information relating to the Company’s services, inventions, or products, research and development, employee skills and salaries, finances, customers, marketing and future business plans. The Company agrees during the term of this Agreement and thereafter to hold in confidence the Client’s Confidential Information. “Confidential Information” includes, but is not limited to, technical and business information relating to the Client’s services, inventions, or products, research and development, employee skills and salaries, finances, customers, marketing and future business plans. Company and Client each agree that it will not use the other Party’s Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted by or required to achieve the purposes of the Agreements, nor disclose to any third party, any of the other’s Confidential Information. Further, Company and Client may disclose the other’s Confidential Information to the extent necessary to comply with an order of an administrative agency or court of competent jurisdiction or to enforce a Party’s rights under the Agreements. The Party being required to disclose the information shall promptly provide written notice thereof to the other Party so the other Party may, if it so chooses, attempt to prevent such disclosure or otherwise contest such disclosure. Company and Client will ensure that their respective Representatives will not make use of, disseminate, or in any way disclose any Confidential Information of the other Party to any person, firm, or business, except as necessary to perform obligations set forth in the Agreements and then only under a written confidentiality agreement no less restrictive than this section. Upon termination or expiration of the Agreement, or upon written request by the Parties, the other Party shall promptly return all documents and other tangible materials representing the Party’s Confidential Information and all copies thereof, and shall permanently erase or destroy all Confidential Information stored by or for the Party in electronic, optical, mechanical, or other storage medium, except as required to comply with any applicable legal requirements, and shall certify, in writing, the completion of the foregoing to the Company. The provisions of this section shall survive the termination or other expiration or cancellation of this Agreement.

Non-Solicitation

Client shall not cause or attempt to cause any employee or agent of the Company to terminate employment or agency during the Term of this Agreement. Client further agrees not to cause or attempt to cause any of the Company’s customers, their agents, or their employees to terminate their respective relationships with the Company. This provision will survive the termination of the Agreement for a period of two (2) years.

Liability Indemnification

The Client agrees that the use of the Company’s environment is at their own risk and the Company Services are provided on an “as is” basis. The Company does not warrant that its services will be uninterrupted, error free, free from bugs, completely secure, meet Client’s or Client’s customer’s requirements, or that all errors will be corrected.

The Company does not make any warranty as to the results that may be obtained from the use of the services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Company environment, unless otherwise expressly stated in this Agreement. To the maximum extent permitted by applicable law, Company does not make, and Company disclaims without limitation, any and all other express and/or implied guarantees and warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and any warranties arising from a course of dealing, usage or trade practice. Company does not and cannot control the flow of data to or from Company’s network and the Internet. Third parties can impair or disrupt connections to the Internet. Although Company will take actions it deems appropriate to remedy and avoid such events, Company cannot guarantee that such events will not occur. It is Client’s and the Client’s customer’s responsibility to ensure that the information transmitted and received by Client’s and the Client’s customer’s is secure and complies with all applicable laws and regulations.

Although Company will use commercially reasonable efforts to treat Client data stored in Company environments as confidential, Company will not be liable to Client or any of Client’s customers for a breach of confidentiality regarding such data if such data was not transmitted to and stored in Company environments using encrypted methods (by a minimum of a 256 bit key encryption) and was maintained by a strong passphrase as specified by the encryption hardware or software. Company shall have no liability to Client or any of Client’s customers. Company does not manage, oversee, or review and customer data that is stored in the Company environment. Under no circumstances, shall the Company be liable for any direct or indirect damages that result from the use of or inability to use the Company environment; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to the Company’s records, programs or services. Notwithstanding the above, Client’s exclusive remedies for all damages, losses and causes of action, including negligence, shall not exceed the aggregate dollar amount which the Client paid for that portion of the Company Services that caused the damage during the term of this Agreement. Client will indemnify, save harmless, and defend the Company and all directors, officers, employees, and agents of the Company (collectively “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys’ fees) arising out of or relating to the use of the Services by Client, including any violation of the Company’s Acceptable Use Policy. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.

The Company Services shall be performed entirely at the risk of Client, and Client agrees to indemnify and hold the Company harmless from and against any and all claims, costs, litigation, judgments, awards, damages, injuries, losses, debts, obligations, actions, proceedings or liability of whatever nature, arising out of or in connection with any willful misconduct or negligent act or omission of Client, or their directors, officers, employees, agents or representatives in the performance of obligations under this Agreement. The provisions of this section shall survive the termination or other expiration or cancellation of this Agreement.

Remedies for Breach

Client recognizes and agrees that a breach of any provision contained in this Agreement would cause immeasurable and irreparable harm to the Company. In the event of a breach or threatened breach of any provision contained herein, Company shall be entitled to temporary and permanent injunctive relief, restraining Client or Client’s customers from violating or threatening to violate any provision contained herein, as well as all costs and fees incurred by Company, including reasonable attorney’s fees, as a result of Client’s or Client’s customer’s breach or threatened breach of the provision. Company and Client agree that the relief described herein is in addition to such other and further relief as may be available to Company at equity or by law. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Client. The waiver of any breach or default of this Agreement by either Party will not be considered a waiver of any subsequent or continuing breach or default and act to change the rights of the waiving Party.

Insurance

Client and Client’s customers are solely responsible to obtain and maintain any insurance coverage that they want, need, or desire for their data, software, and equipment associated with Company Services. Company does not provide any insurance for Client and Client’s customers and their data, software, and equipment.

Assignment

The Agreement may not be assigned partially or completely by either Party without the prior written consent of the other which shall not be unreasonably withheld. The Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns. Both Parties may assign the Agreements without prior written consent as part of a sale of Company’s or Client’s business (partial or whole), or as part of a corporate reorganization, or an IPO.

Survival of Obligations

The restrictions and obligations of this Agreement shall survive any expiration, termination, cancellation or assignment of this Agreement, and shall continue to bind Client, and Client’s successors, personal representatives, heirs and assigns.

Severability of Unenforceable Terms

If any provision of the Agreements is determined by a court to be unenforceable, and that provision cannot be construed more narrowly by the court to avoid the unenforceability, the provision shall, to the extent of such unenforceability, be severed, and the remaining provisions of the Agreements shall remain in full force and effect.

Attorneys’ Fees and Costs

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs and necessary expenses, in addition to any other relief to which that Party may be entitled. This provision is applicable to the entire Agreement.

Compliance With Laws

The Company Services are performed in the U.S. and Company technology is of U.S. origin for purposes of Government Controls promulgated by any U.S. Governmental Body. Client agrees to comply (and to cause its customers to comply) with all applicable Government Controls that apply to Company Services and the Company technology in any jurisdiction in which Company Services and the Company technology is accessed or used, as well as end-user, end-use, and destination restrictions issued by any Governmental Body. Company and Client agree to comply with all laws, statutes, ordinances, rules, regulations and orders of any governmental authority having jurisdiction applicable to its performance of this Agreement, including, without limitation, the export control laws, regulations and orders of the United States.

Governing Law and Construction

This Agreement will be governed by and construed in accordance with the laws of the State of Colorado without reference to its conflict of law principles. Any litigation relating to the Agreement shall be resolved only in a state or Federal court in Denver County, Colorado. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Transaction Act shall not apply to the Agreement. Unless otherwise required by law, any action or proceeding by Client to enforce an obligation, duty, or right arising under these Agreements must be commenced within one (1) year after the cause of action accrues.This Agreement’s final form resulted from review and negotiations among the Parties, and no part of this Agreement shall be construed against any Party on the basis of authorship.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, undertakings or agreements with respect thereto. The terms of this Agreement may be modified only in writing, signed by authorized representatives of both Parties. The Agreement is non-assignable by either Party.