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Terms

THIS AGREEMENT (“AGREEMENT”) IS BETWEEN THE CUSTOMER WHO ORDERS SAAS (“CUSTOMER”) AND Ally Right Corporation (“Ally Right”). Customer’s use of and access to SaaS is governed by this Agreement and the terms of Customer’s Order. BY USING OR ACCESSING SAAS, OR BY CHOOSING THE “I ACCEPT” OPTION FOR THESE TERMS, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS SAAS.

Ally Right CUSTOMER TERMS - SOFTWARE-AS-A-SERVICE
1- Scope and Parties

These Ally Right Customer Terms for Software-as-a-Service (the “Agreement”) govern the purchase, access and use of software-as-a-service from Ally Right Software LLC (“Ally Right”) by the Customer entity identified below (“Customer”). The terms of this Agreement become effective when Ally Right accepts Customer’s order, upon renewal of an order or upon Customer’s use of Ally Right SaaS (defined below) (“Effective Date”), and will remain in effect unless terminated pursuant to section 19 (Termination).

2- Ally Right Software-as-a-Service

“Ally Right Software-as-a-Service” or “Ally Right SaaS” mean the Ally Right branded online software solutions that Ally Right makes available for Customer use through a network connection, each as described in the applicable supporting material and other exhibits or attachments that are each made a part of this Agreement (collectively, “Supporting Material”). The terms for use of each Ally Right SaaS is stated in the Supporting Material. Supporting Material may include service descriptions, data sheets, statements of work and their applicable exhibits, addenda, and attachments which may be available to Customer in hard copy or by accessing an Ally Rightwebsite. In the event of a conflict, Supporting Material takes precedence over this Agreement.

3- Orders

Customer may place orders for Ally Right SaaS through our website, customer-specific portal, or by letter, fax, or e-mail (each upon Ally Rights acceptance, an “Order”). The term of each Ally Right SaaS subscription is stated in the applicable Order or Supporting Material and begins on the date that Ally Right SaaS is made available to Customer (“SaaS Order Term”).

4- Access Rights

During the applicable SaaS Order Term, Customer may access and use Ally Right SaaS in accordance with the applicable Supporting Material and this Agreement. Customer is responsible for complying with the terms of this Agreement and the Supporting Material. Customer is responsible for any and all use of Ally Right SaaS through Customer’s credentials or any account that Customer may establish. Customer agrees to maintain the confidentiality of Customer’s account, credentials, and any passwords necessary to use Ally Right SaaS. Should Customer believe that there has been unauthorized use of Customer’s account, credentials, or passwords, Customer must immediately notify Ally Right.

5- Usage Limitations

Ally Right SaaS may be used only for Customer’s internal business purposes and not for commercialization. Customer will not: (i) exceed any usage limitations identified in the Supporting Material; (ii) except to the extent expressly permitted in Supporting Material, sell, resell, license, sublicense, lease, rent, or distribute Ally Right SaaS or include Ally RightSaaS as a service or outsourcing offering, or make any portion of Ally Right SaaS available for the benefit of any third party; (iii) copy or reproduce any portion, feature, function, or user interface of Ally Right SaaS; (iv) interfere with or disrupt the integrity or performance of Ally Right SaaS; (v) use Ally Right SaaS to submit, send, or store Customer-provided SaaS Data that is obscene, threatening, libelous or otherwise unlawful or tortuous material, violates any third party’s privacy rights, or infringes upon or misappropriates intellectual property rights; (vi) use Ally Right SaaS to disrupt or cause harm to a third party’s system or environment; (vii) access Ally Right SaaS to build a competitive product or service; or (viii) reverse engineer Ally Right SaaS. Customer is responsible for complying with all terms of use for any software, content, service, or website it loads, creates, or accesses when using Ally Right SaaS.

6- Payment terms

a. Client shall pay to Ally Right the subscription fee (the “Subscription Fee”) in the amount and for the duration that Client has entered and agreed to pursuant to the sign up page for this Agreement.
b. The Subscription Fee for the first Subscription Period (either month or year, as applicable) of the term of this Agreement shall be paid on the Effective Date. The Subscription Fee for all subsequent Subscription Periods of the term of this Agreement shall be paid to Ally Right on the first day of each subsequent Subscription Period, pursuant to subsection d, below.
c. The amount of the Subscription Fee does not include any applicable taxes. Client is responsible for any and all applicable taxes.
d. Client shall provided a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or other acceptable method of payment to Ally Right and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By agreeing to this Agreement, Client hereby authorizes Ally RIght to automatically charge said method of payment for all Subscription Periods during the term of this Agreement. If, for any reason, automatic payment shall be denied, then Client shall pay the applicable Subscription Fee, together with a $50.00 late fee, to Ally Right within five (5) days of notice from Provider.
e. Any additional payment terms between Ally Right and Client shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.

7- Customer-provided SaaS Data

Customer is solely responsible for the data, text, audio, video, images, software, and other content input into an Ally Right system or environment during Customer’s access or use of Ally Right SaaS (“Customer-provided SaaS Data”). As between Ally Right and Customer, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer-provided SaaS Data. Customer hereby provides to Ally Right all necessary rights to Customer-provided SaaS Data to enable Ally Right to provide Ally Right SaaS. Ally Right will use Customer-provided SaaS Data only as necessary to provide Ally Right SaaS, technical support, or as otherwise required by law.

8- Service Level Commitments, Disclaimers and Limitations
a- Unless Customer pays monthly fee for phone support

all customer support will be done via electronic communication, such as email correspondence, live chat, and messages through social media platforms.
a. Service Level Commitments; Credits. Ally Right guarantees that the System and all Services provided on the System will be accessible to Customer’s authorized Users 99.5% of the time in any given calendar month, excluding Maintenance Windows. Notwithstanding the foregoing, Ally Right does not guarantee network availability between Customer and the Ally Right hosting servers, as such availability can involve numerous third parties and is beyond the control of Ally Right. Ally Right will not be liable for nor provide any service credits hereunder for any downtime caused in whole or part by a third party data center provider nor for any downtime that Customer experiences as a result of Customer or Customer’s Users’ own network connectivity issues. If Customer experiences a System or Service outage and is unable to access the System or any Service, Customer must immediately contact Ally Right’s help desk, providing any/all necessary information that may assist Ally Right in determining the cause of the outage. Ally Right will determine in good faith whether the outage was within Ally Right’s reasonable control. If Ally Right determines that a timely reported outage was attributable to Ally Right, then Ally Right will credit Customer 1-day of Service fees for every 2 hours of downtime Customer experienced, up to a maximum of half of that month’s Service fees. This shall be Customer’s sole remedy, and Ally Right’s sole liability, for Ally Right’s failure to provide the guaranteed availability set forth in this Section 8(a).

b- Disclaimer of Warranties

EXCEPT FOR THE LIMITED SERVICE LEVEL COMMITMENTS SET FORTH IN SECTION 8(A), ALLY RIGHT MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SYSTEM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THE LIMITED SERVICE LEVEL COMMITMENTS IN SECTION 8(A), ALLY RIGHT DISCLAIMS ANY WARRANTY THAT THE SYSTEM, THE SERVICES PROVIDED BY ALLY RIGHT, OR THE OPERATION OF THE SYSTEM ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. ALLY RIGHT MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

c- Disclaimer of Consequential Damages

ALLY RIGHT HAS NO LIABILITY WITH RESPECT TO THE SYSTEM, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF ALLY RIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

d- Limitations of Remedies and Liability

ALLY RIGHT'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO (1) IN THE CASE OF CUSTOMER ON A MONTHLY PAYMENT PLAN, ALL FEES PAID TO ALLY RIGHT BY THE CUSTOMER IN RESPECT OF USER LICENSES FOR THE SYSTEM DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY; (2) IN THE CASE OF CUSTOMER ON AN ANNUAL PAYMENT PLAN, ALL FEES PAID TO ALLY RIGHT BY THE CUSTOMER IN RESPECT OF USER LICENSES FOR THE SYSTEM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY; OR (3) IN THE CASE OF CUSTOMER USING ONLY A FREE EDITION OF THE SYSTEM, ONE HUNDRED UNITED STATES DOLLARS ($100.00).

9- Personal Data

a. If, in the course of providing Ally Right SaaS, Ally Right agrees in writing to process Customer Personal Data, Ally Right shall process such data only as permitted under this Agreement and in compliance with data protection legislation to which Ally Right is subject as a service provider and processor of Customer Personal Data. b. “Customer Personal Data” means personal data of which Customer or its affiliates is the controller and which Ally Right processes in the course of providing Ally Right SaaS. C. For more information about Ally RIght’s Privacy Policy, visit the Privacy Policy page at www.allyright.com/privacy-policy.

10- Data Security.

Ally Right implements technical and organizational measures to protect Customer-provided SaaS Data. The Supporting Material for each Ally Right SaaS describes the measures implemented for such Ally Right SaaS.

11- Ally Right SaaS Performance and Operations.

Ally Right’s ability to deliver Ally Right SaaS will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver Ally Right SaaS.

12- Ally Right SaaS Operations.

So long as during the SaaS Order Term, Ally Right does not materially degrade the functionality, as described in Supporting Material, of Ally Right SaaS: (i) Ally Right may modify the systems and environment used to provide Ally Right SaaS; and (ii) Ally Right reserves the right to make any changes to Ally Right SaaS that it deems necessary or useful to maintain or enhance the quality or delivery of Ally Right’s services to its customers, the competitive strength of or market for Ally Right’s services, or Ally Right SaaS’ cost efficiency or performance. Ally Right may use global resources, such as Ally Right affiliates or third parties in worldwide locations to provide Ally Right SaaS and perform its obligations.

13- License Grant to Software in connection with Ally Right SaaS.

To the extent that Ally Right provides software in connection with Ally Right SaaS, Ally Right grants Customer a non-exclusive and non-transferable license to use the version or release of the Ally Right-branded software listed in the Order or the applicable Supporting Material (the “Licensed Software”) during the SaaS Order Term. Unless otherwise stated in writing, Customer may only use the Licensed Software for internal purposes and not for further commercialization. Customer may make a copy or adaptation of the Licensed Software only for archival purposes or when it is an essential step in the authorized use of the Licensed Software. Customer agrees that it will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of any Licensed Software unless permitted by statute, in which case Customer will provide Ally Right with reasonably detailed information about those activities. For non-Ally Right branded software, the third party’s license terms will govern its use. Ally Right may monitor and audit Customer use of the Licensed Software and compliance with any associated license terms and, if Ally Right makes a license management program available, Customer agrees to install and use it within a reasonable period of time. Customer may not sublicense, assign, transfer, rent, or lease the Licensed Software except as permitted in writing by Ally Right.

14- Warranty:

a. Ally Right WILL PERFORM Ally Right SAAS BY QUALIFIED PERSONNEL AND IN A WORKMANLIKE MANNER CONSISTENT WITH THE SUPPORTING MATERIAL. TO THE EXTENT PERMITTED BY LAW, Ally Right DISCLAIMS ALL OTHER WARRANTIES. Ally Right DOES NOT WARRANT THAT Ally Right SAAS WILL BE UNINTERRUPTED OR ERROR FREE. IF Ally RightT PROVIDES CUSTOMER WITH A FREE-OF-CHARGE SAAS ORDER TERM, INCLUDING BUT NOT LIMITED TO Ally Right SAAS PROVIDED ON AN EVALUATION OR “FREEMIUM” BASIS, Ally Right SAAS IS PROVIDED “AS IS” AND TO THE EXTENT PERMITTED BY LAW, Ally Right DISCLAIMS ALL WARRANTIES AND LIABILITY. b. Ally RIght software does NOT perform a full inspection of all standards of the Web Content Accessibility Guidelines and the Section 508 of the Rehabilitation Act of 1973. To get a full analysis and find all violations of the two sets of web accessibility guidelines mentioned above, Customer must also engage the service of qualified and certified web accessibility auditor(s). It is the sole responsibility of Customer to perform manual audits, or hire qualified professionals to perform the manual audits, of Customer’s website if Customer wishes to have a full scope of all violations of the two sets of web accessibility guidelines mentioned above. Ally Right takes no responsibility, neither is Ally Right liable and/or at fault if Customer fails to perform manual audits, or hire qualified professionals to perform the manual audits, and is sued because Customer’s website is deemed (a) inaccessible to people with disability, (b) in violation of the Americans with Disabilities Act, and/or (c) in violation of any other law or regulation pertaining to web accessibility.

15- Intellectual Property Rights.

No transfer of ownership of any intellectual property will occur under this Agreement. Customer grants Ally Right a non-exclusive, worldwide, royalty-free right and license to any intellectual property, including Customer-provided SaaS Data, that is necessary for Ally Right and its designees to perform Ally Right SaaS.

16- Intellectual Property Rights Infringement.

Ally Right will defend and/or settle any claims against Customer that allege that an Ally Right-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. Ally Right will rely on Customer’s prompt notification of the claim and cooperation with our defense. Ally Right may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the balance of any pre-paid amount for the affected Ally Right SaaS. Ally Right is not responsible for claims resulting from Customer-provided SaaS Data or from any unauthorized use of the products or services. This section shall also apply to Licensed Software identified as such in the relevant Supporting Material except that Ally Right is not responsible for claims resulting from Customer-provided SaaS Data, customized configurations or designs (i) performed or provided by Customer or (ii) performed at Customer’s direction. Customer will defend or indemnify Ally Right from and against third party claims arising from Customer-provided SaaS Data or customized configuration or designs (i) performed or provided by Customer or (ii) performed at Customer’s direction.

17- Limitation of Liability.

Ally Right’s liability to Customer under this Agreement is limited to the greater of $1,000,000 or the amount payable by Customer to Ally Right for the relevant Ally Right SaaS Order that is the subject of the claim for the twelve (12) month period immediately preceding the act or omission giving rise to the claim. This limit applies collectively to Ally Right, its employees, subsidiaries, contractors, and suppliers. Neither Customer nor Ally Right will be liable for lost revenues or profits, downtime costs, or indirect, special, or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence, acts of fraud, nor any liability which may not be excluded or limited by applicable law. Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligations. If Ally Right provides customer with a free-of-charge SaaS Order Term, including but not limited to Ally Right SaaS provided on an evaluation or “freemium” basis, Ally Right SaaS is provided “as is” and to the extent permitted by law, Ally Right shall not be responsible for any loss or damage to Customer, its customers, or any third parties caused by Ally Right SaaS or Licensed Software that makes available for Customer.

18- Suspension.

Ally Right may suspend Customer’s access and use rights to Ally Right SaaS where Customer fails to make payments when due, Customer breaches sections 4, 5, 6, 7, or 12 of this Agreement or Customer’s use of Ally Right SaaS is in violation of law. Customer remains responsible for applicable fees through date of suspension including usage and data storage fees, Customer will not be entitled to service credits during any suspension period.

19- Termination.

Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership, or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Ally Right may terminate this Agreement where Customer’s access and use rights are suspended pursuant to section 17 or to comply with applicable laws or regulations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

20- Effect of Expiration or Termination.

Except for termination for cause, termination of this Agreement shall not entitle Customer to any refund, and payment obligations are non-cancelable. Upon expiration or termination of a SaaS Order Term, except as otherwise provided in the Supporting Material: a. Ally Right may disable all Customer access to the applicable Ally Right SaaS, and Customer shall promptly return to Ally Right (or at Ally Right’s request destroy) any Licensed Software provided with Ally RightSaaS; and b. Ally Right may make available certain data in the format generally provided by Ally Right, subject to the terms of the applicable Supporting Material.

General. This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to this Agreement will be made only through a written amendment signed by both parties. The Agreement will be governed by the laws of the country of Ally Right or the Ally Right affiliate accepting the Order and the courts of that locale will have jurisdiction; however, Ally Right or its affiliate may bring suit for payment in the country where the Customer affiliate that placed the Order is located. Customer and Ally Right agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Claims arising or raised in the United States will be governed by the laws of the state of California, excluding rules as to choice and conflicts of law

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