END USER TERMS OF SERVICE FOR MATURIX IT ONLINE SERVICE

BEFORE USING MATURIX IT ONLINE SERVICE (“ONLINE SERVICE”), CUSTOMER MUST READ AND AGREE TO THESE END USER TERMS OF SERVICE (THESE “TERMS”). THE ONLINE SERVICE IS PROVIDED BY GLOBAL LYNX INC. (“GLOBAL LYNX”). “CUSTOMER” MEANS THE INDIVIDUAL OR ENTITY IDENTIFIED AS THE CUSTOMER ON AN APPLICABLE QUOTATION OR ORDER FORM (INCLUDING, IF APPLICABLE, AN ONLINE ORDERING DOCUMENT) (“ORDER FORM”) FOR ONLINE SERVICE, INCLUDING ITS PERMITTED USERS. THESE TERMS ARE INCORPORATED BY REFERENCE INTO EACH ORDER FORM EXECUTED BY CUSTOMER AND GLOBAL LYNX PURSUANT TO WHICH CUSTOMER RECEIVES THE RIGHT TO ACCESS AND USE THE ONLINE SERVICE. THESE TERMS AND THE ORDER FORM TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN CUSTOMER AND GLOBAL LYNX (THE “AGREEMENT”). THE AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE STATED IN THE ORDER FORM, OR, IF IT IS LATER OR IF NONE IS PROVIDED IN THE ORDER FORM, THE DATE ON WHICH USER LOGIN ACCESS IS ISSUED TO CUSTOMER’S USERS.

1. Scope of Subscription.
1. Access and Availability. Subject to Customer’s compliance with these Terms, upon Customer’s acceptance of and agreement to the Agreement, Global Lynx agrees (i) that it will make the Online Service available to the Customer and its users who have been provided unique user identifications and passwords for the Online Service by Customer (the “Users”); and (ii) grants Customer a limited, non-exclusive and non-transferable right for its Users to access and use the Online Service by the number of Users for which Customer has paid applicable fees, in each case during the Subscription Term and solely for Customer’s internal business purposes (the “Subscription”). Customer assumes full responsibility and liability for its Users’ compliance with these Terms. The Subscription is not dependent on any future functionality, upgrades or features (or any public comments or other disclosure made by or on behalf of Global Lynx with respect thereto). Online Service means the online software services via http://www.maturixit.com, Customer accounts and profiles, mobile applications, and other related components thereof, on an individual and collective basis. Customer is solely responsible and liable for all of its Users’ acts and omissions related to their access and use of the Online Service, including, without limitation, their compliance with these Terms.
2. Subscription Term. Customer’s initial subscription term for the Online Service shall commence on the start date stated in the Order Form, or, if it is later or if none is provided in the Order Form, the day User login credentials are issued to Customer to access the Online Service under the Order Form (the “Effective Date”). The Subscription will continue for the period specified in the Order Form (the “Initial Term”) and will automatically renew on an annual basis (each, a “Renewal Term”) at Global Lynx’s then-current rates, unless either party gives the other party written notice of termination at least 30 days prior to the end of the Initial Term or Renewal Term, as the case may be. The Initial Term plus all Renewal Terms are collectively referred to herein as the “Subscription Term”. A “Paid Subscription Term” is the period of time during a Subscription Term that Customer has paid for its Subscription.
3. Additional Users. If Customer wants to add additional Users, Customer can request so to Global Lynx, and either (i) Global Lynx will immediately charge Customer’s credit card for the prorated amount for the current term, or (ii) if Customer does not have a credit card on file, then Global Lynx will invoice Customer for the additional Users in accordance with the Agreement.
2. Customer Content, Privacy & Use.
1. Customer Content; Upload Restrictions. As between Global Lynx and Customer, Customer will retain all right, title and interest in and to all content, information and other data in any format or media which is uploaded or otherwise provided by Customer, its Users, or its systems in the course of using the Online Service (the “Customer Content”); provided, however, that any suggestions, feedback or other ideas related to the improvement of the Online Service submitted by Customer to Global Lynx shall be owned by Global Lynx upon submission. Customer assumes, and Global Lynx disclaims, any and all responsibility and liability for the completeness, quality, accuracy, legality and suitability of the Customer Content and for ensuring that Customer has all rights, permissions and licenses in and to the Customer Content necessary for Customer to use and provide it in connection with the Online Service. Notwithstanding the foregoing, Customer hereby grants to Global Lynx a non-exclusive, transferable, worldwide right during the Subscription Term to use the Customer Content solely as reasonably needed to provide Customer the Online Service and any associated services. As between Global Lynx and the Customer, Customer is solely liable for any and all use the Users and any reference to Customer also means its Users. From time to time, Global Lynx may collect and process technical and related information about Customer’s use of the Online Service (which may include, without limitation, number of users, number of unique user logins, Internet protocol address, session duration and other similar data) and certain aggregated, anonymized data about the Online Service environment and usage and use such information to support and troubleshoot issues, invoice, analyze trends and improve the Service. Such information is subject to the Privacy Policy.
2. Notwithstanding the foregoing, Customer hereby grants to Global Lynx a non-exclusive, transferable, worldwide right during the Subscription Term to use the Customer Content solely as reasonably needed to provide Customer the Online Service and any associated services.
3. User Compliance & Restrictions. Customer warrants and covenants that its Users’ use and activity with respect to the Online Service and Customer Content will comply with applicable laws and regulations and with these Terms. Without limiting its obligations under these Terms, in using the Online Service Customer shall not, and shall ensure that its Users do not:
1. tamper with or circumvent the security of the Online Service or access accounts or data not associated with Customer;
2. attempt to probe, scan or test the vulnerability of the Online Service, breach the security or authentication measures of the Online Service or attempt to render any part of the Online Service unusable;
3. share, distribute, license, sell or otherwise commercially exploit the Online Service (including access thereto) for the benefit of a third party or other unauthorized user, or for any benefit not contemplated by these Terms;
4. use or access the Online Service to develop a product or service that is competitive with the Online Service or otherwise copy any ideas, features, functions or graphics of the Online Service;
5. reverse engineer, decompile, disassemble, translate or seek to obtain the source code of the Online Service, or modify or create a derivative work of the Online Service or any related documentation
6. provide false, incomplete, inaccurate or outdated information on any registration forms, accounts or profiles;
7. remove or obscure any product identification, proprietary, copyright or other notices contained in the Online Service or related documentation; or
8. disclose (whether orally or in writing) information or analysis regarding the specifications or performance of the Online Service (including benchmark tests).
4. Suspension. In the event of any breach or threatened breach of these Terms by Customer or its Users (including non-payment of fees), without limiting Global Lynx’s other rights and remedies, Global Lynx may immediately suspend Customer’s access to the Online Service until the breach is cured or Global Lynx reasonably believes there is no longer a threatened breach.
5. Credentials. Customer shall define a unique username and password to access the Online Services pursuant to this Agreement. Customer acknowledges and agrees that only the authorized number of users, if applicable, are entitled to access the Online Services with the username and password defined by the Customer. Customer is responsible for maintaining the confidentiality of all Customer usernames and passwords, and is solely responsible for all activities that occur under these usernames. Customer agrees (a) not to allow a third party to use its account, usernames or passwords at any time; and (b) to notify Global Lynx promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this Agreement. Global Lynx reserves the right to terminate any username and password, which Global Lynx reasonably determines may have been used by an unauthorized third party or an individual other than the Customer to whom such username and password was originally assigned.
3. Confidentiality.
1. Scope. “Confidential Information” means all information of a party (“Disclosing party“) disclosed or made available to the other party (“Receiving party“) that (i) is clearly marked or identified as such at the time of disclosure or within a reasonable time thereafter; or (ii) should be reasonably known by the Receiving party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. Global Lynx’s Confidential Information specifically includes all Online Service software code and pricing terms.
2. Restrictions. The Receiving party will: (i) not use the Disclosing party’s Confidential Information for any purpose other than exercising its rights or performing obligations under these Terms; (ii) not disclose such Confidential Information to any person or entity, other than its (a) employees who have a “need to know” for the Receiving party to exercise its rights or perform its obligations hereunder and (b) professional advisers, and actual or prospective investors, provided that such employees, investors, acquirers and professional advisers are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this Section 3; and (iii) use reasonable measures to protect the confidentiality of such Confidential Information.
3. Exceptions. If the Receiving party is required by applicable law or court order to make any disclosure of such Confidential Information, to the extent permitted by applicable law, it will first give written notice of such requirement to the Disclosing party, and permit the Disclosing party to intervene in any relevant proceedings to protect its interests in its Confidential Information, and provide full cooperation to the Disclosing party in seeking to obtain such protection. Further, the obligations in Section 3b will not apply to information which the Receiving party can reasonably document: (i) was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge or publicly available through no fault of the Receiving party; (iii) is rightfully obtained by the Receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving party who had no access to such Confidential Information.
4. Equitable Relief. The Receiving party acknowledges that unauthorized disclosure of Confidential Information could cause substantial harm to the Disclosing party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving party the Disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity.
4. Fees; Interest; Taxes. Customer will pay to Global Lynx all of the fees specified in an Order Form, in U.S. currency via credit card unless otherwise agreed in the Order Form. Global Lynx will charge Customer’s credit card at the time of purchase, and Customer hereby authorizes Global Lynx to charge its credit card upon the beginning of each renewal term. Customer shall maintain complete and accurate billing and credit card information on file at Global Lynx. Subscription fees are fixed for the Subscription Term unless Customer changes its base package or subscribes to additional features or products. Except as expressly set forth to the contrary in these Terms, all payment obligations are non-cancellable, and all amounts paid Global Lynx are non-refundable. If the parties agree that payment will not be made by credit card, and unless otherwise stated in the Order Form, Customer will pay all fees within 30 days from the invoice date. Unpaid invoices are subject to a late payment charge of 1.5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all reasonable expenses and fees of collection. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Global Lynx. Customer will not withhold any Taxes from any amounts due Global Lynx.
5. Online Service Proprietary Rights. This Agreement is not an agreement for the sale or license of any software or other intellectual property right. Customer acknowledges that the Online Service contains copyrighted and proprietary products and materials. Global Lynx (and Global Lynx’s licensors, if any) solely and exclusively retain all right, title and interest in and to the Online Service and related support, documentation, professional services, deliverables and all related and underlying software, interfaces, databases, data models, structures, non-Customer-specific data, aggregated statistical data, technology, reports and other intellectual property, plus all intellectual and other proprietary rights therein or thereto, but excluding Customer Content (collectively, the “Global Lynx IP”). Except for the Subscription granted hereunder, Customer has no right, title or interest in, and Global Lynx reserves all rights to, the Global Lynx IP.
6. Online Service Modification. Global Lynx reserves the right to modify the Online Service at its discretion and at any time with or without prior notice.
7. Termination.
1. Term and Termination. This Agreement will be effective during the Subscription Term unless earlier terminated as allowed in these Terms. Unless otherwise stated in the Order Form, these Terms may only be terminated: (i) by a party upon written notice to the other party (A) if the other party breaches a material term of these Terms, which breach, if curable, is uncured within 30 days after receipt of notice of such breach; (B) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (C) immediately in the event of a material breach by the other party of Section 2(c)-(d) of these Terms; and (ii) as expressly allowed elsewhere in these Terms.
2. Effect of Termination.
1. Procedures. Upon termination of this Agreement for any reason, Customer will immediately cease all use of and access to the Online Service and delete or return (at Global Lynx’s option) all related documentation, passwords and access codes and any other Global Lynx Confidential Information in its possession. Upon written request by Customer made within 30 days after termination, or otherwise at Global Lynx’s’ discretion, Global Lynx will provide Customer with temporary access to the Online Service solely for Customer to retrieve its Customer Content and transition out of the Online Service. After such 30-day period, Global Lynx will, unless legally prohibited and except for archival backup purposes, have the right, but not the obligation, to delete all such Customer data and Customer Content in its possession or control.
2. Fees. Upon termination of this Agreement for any reason, Customer will pay all fees owed to Global Lynx that have accrued through the effective date of termination in accordance with these Terms; provided, however, that if termination arises out of Global Lynx’ breach of the Agreement under Section 8(a)(i)(A), or breach of warranty under Section 9(b), then Global Lynx will refund to Customer a prorated amount equal to the pre-paid Subscription fees covering the whole months that would have remained, absent such early termination, in Customer’s Subscription Term following the effective date of such early termination.
8. Warranties.
1. Corporate Authority. Each party represents and warrants that it has the legal power and authority to enter into these Terms, and that the Order Form is executed by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of these Terms (including these Terms).
2. Functionality. Global Lynx warrants that only during any Paid Subscription Term that the Online Service will operate in substantial conformity with the then-current version of applicable documentation provided by Global Lynx for the Online Service. As its sole obligation and Customer’s sole and exclusive remedy for any breach of the foregoing warranty, Global Lynx shall use reasonable efforts to correct any error in the operation of the Online Service of which Customer notifies Global Lynx within 30 days after the occurrence of a breach, and, if Global Lynx determines that it cannot correct such error, then Customer may terminate this Agreement and receive a refund pursuant to Section 8(b)(ii).
3. Security. Global Lynx agrees that during any Paid Subscription Term it has and will use commercially reasonable physical, technical and procedural measures to protect Customer Content against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Global Lynx.
4. Exclusions. Notwithstanding anything contained in this Agreement to the contrary, any and all beta versions of, and free subscriptions to, the Online Service come without warranty of any kind and are used by Customer solely at its own risk and responsibility. Customer acknowledges that that the risks and assumptions undertaken by Global Lynx pursuant to this Agreement are only in consideration for the payment of subscription fees.
5. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION 8, THE ONLINE SERVICE, SUBSCRIPTIONS AND ALL OTHER PRODUCTS AND SERVICES ARE PROVIDED “AS IS”, AND GLOBAL LYNX, ON BEHALF OF ITSELF AND ITS LICENSORS, SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE WARRANTIES CONTAINED IN THIS SECTION ARE SOLELY TO AND FOR THE BENEFIT OF CUSTOMER AND NO OTHER THIRD PARTY. GLOBAL LYNX WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, DELIVERY OR SERVICE FAILURES, OR ANY OTHER PROBLEMS OR DAMAGES ARISING FROM CUSTOMER’S USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY OTHER SYSTEMS. THE ONLINE SERVICE IS NOT INTENDED TO BE A PRESCRIPTIVE SOLUTION OR DEFINITIVE GUIDANCE FOR THE CUSTOMER’S CONTINUAL SERVICE IMPROVEMENT INITIATIVES, NOR IT GUARANTEES BY ITSELF THE ACHIEVEMENT OF ANY INTENDED BENEFITS, AND CUSTOMER IS SOLELY LIABLE AND RESPONSIBLE FOR MAKING THE DECISIONS RELATED TO AND IMPLEMENTING ITS OWN CONTINUAL IMPROVEMENT ACTIONS. THE CUSTOMER UNDERSTANDS THAT THE INFORMATION PROVIDED IN THE ROADMAP AND SUGGESTED IMPROVEMENTS IS COMPLETELY BASED ON THE CUSTOMER’S AND ITS USERS’ RESPONSES TO QUESTIONNAIRES, AND IT MAY OR MAY NOT REPRESENT FIT GUIDANCE IN RELATION TO THE ACTUAL STATE OF CUSTOMER’S ORGANIZATION.
9. Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL GLOBAL LYNX’S TOTAL, CUMULATIVE LIABILITY RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE RIGHT TO ACCESS AND USE THE ONLINE SERVICE UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT OR ACT GIVING RISE TO THE LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
10. General Provisions.
1. Relationship of Customer and Global Lynx. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
2. Modifications and Waiver. No modification of, amendment or addition to these Terms is valid or binding unless set forth in writing and fully executed by both parties hereto. Any waiver of any right or remedy under these Terms must be in writing and signed by each party. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.
3. Assignment. This Agreement and any rights or obligations hereunder may not be assigned, sublicensed or otherwise transferred by the parties without the prior written consent of the non-assigning party, except that either party may assign or transfer these Terms upon a change of control of a party, a sale of all or substantially all assets of that party, or by operation of law by providing the non-assigning party with prior written notice thereof provided that the assignee agrees in writing to be bound by all terms and conditions of these Terms.
4. Governing Law & Venue. This Agreement and any claim, controversy, right, obligation, or dispute arising under or related to this Agreement, the relationship of the parties, and the interpretation and enforcement of the rights, performance obligations, and duties of the parties will be governed by and construed in accordance with the laws of the State of Delaware USA, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms. The parties waive any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms.
5. Notices. All notices and other required communications under this Agreement shall be in writing and shall be sent to a party at the address set forth in the Order Form. Notices shall be given: (a) by personal delivery to the other party; (b) by facsimile or email, with electronic delivery confirmation received; (c) by registered or certified mail, return receipt requested; or (d) by express courier (e.g., DHL, Federal Express, etc.). Notices shall be effective and shall be deemed delivered: (i) if by personal delivery, on the date of the personal delivery; (ii) if by facsimile, on the date stated in the electronic confirmation, delivered during normal business hours (8:00 a.m. to 5:00 p.m. at recipient’s location) and, if not delivered during normal business hours, on the next business day following delivery; (iii) if solely by mail, on the date of receipt as stated on the return receipt; or (iv) if by express courier, on the date signed for or rejected as reflected in the courier’s delivery log.
6. Severability. If any provision of these Terms is held to be unenforceable or illegal by a court of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from these Terms, and all other provisions of these Terms will remain in full force and effect.
7. Publicity. Customer grants Global Lynx a limited and revocable license and right to use its name and logo on customer lists and related advertising materials in any commercially reasonable manner.
8. Counterparts/Electronic Signatures. This Agreement may be executed and delivered by email, and upon receipt such transmission will be deemed delivery of an original, and which may be executed in several counterparts each of which when executed will be deemed to be an original, and such counterparts will each constitute one and the same instrument. The parties consent to electronic signatures for the purpose of executing Order Forms by e-mail or other electronic means, subject to compliance with any applicable laws, rules or regulations. Any such documents that are delivered electronically and accepted are deemed to be “in writing” to the same extent and with the same effect as if this Agreement had been signed manually. In no event will electronic execution expand such assent to include any terms other than those explicitly set forth herein.
9. Force Majeure. Neither party to this Agreement shall be considered in breach of such party’s obligations hereunder to the extent that performance or the need for performance is delayed or prevented by an act of God or a public enemy, fire, flood, area-wide strike, freight embargo, unusually severe weather, or similar type of circumstance beyond such party’s reasonable control; provided that the party claiming force majeure shall, within 10 days from the beginning of such event, give written notice to the other party of the fact of the event and its probable effect on performance. A force majeure event shall not be a basis for a claim for the offsetting or discounting of fees due or for free Online Service use, and each party shall bear such party’s own costs and expenses associated with or caused by such an event. The party claiming force majeure shall take reasonable measures to mitigate the potential impact of the force majeure event on performance of obligations created by this Agreement.
10. Subcontractors. Global Lynx may use the services of subcontractors for the provision of any Online Service and performance of any services under this Agreement; provided, however, Global Lynx will be responsible for each subcontractor’s performance of services hereunder and for each subcontractor’s compliance with the terms and conditions of this Agreement.
11. Entire Agreement; Precedence; Interpretation. These Terms, together with the Order Form and all schedules, exhibits or other such documents attached hereto or incorporated herein by reference, constitute the entire agreement and sets forth the entire understanding between the parties hereto with respect to Customer’s Subscription to the Online Service described in the Order Form, and supersedes all prior agreements and discussions with respect thereto (including prior versions of these Terms). Global Lynx hereby rejects any different or additional terms of a Customer purchase order or other non-Global Lynx ordering document, and no terms included in any Customer purchase order or other non-Global Lynx ordering document will apply to the Customer’s Subscription or use of the Online Service. In the event of any contradiction, discrepancy, ambiguity, or inconsistency between the aforementioned contract documents, the following order of precedent shall apply: (1) the Order Form; (2) these Terms. The Agreement will be construed as if it were written and negotiated by both parties equally. Headings contained in these Terms are inserted for convenience of reference only and will not in any way define or affect the meaning or interpretation of any provision of these Terms. For purposes hereof, “including” means “including without limitation”.