Terms and Conditions

   Thanks for joining ADGRINTERNATIONAL.com

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”)  constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of www.adgrinternational.com and any related website owned or operated by adgrinternational.com (the  “Sites”), and the use of, and registration with, adgrinternational.com Service (defined below) through the Sites,  a mobile application or through any other means. These Terms are between adgrinternational.com LLC. 9451 Capiland Rd, Desert Hot Springs, California) (“adgrinternational.com”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any  other entity which you represent (“you” or “your”). adgrinternational.com may use its affiliates, including adgrinternational.com Inc. (9451 Capiland Rd, Desert Hot Springs, California, 92240), USA) and third party service providers to process and/or collect payment from you. In case you represent your employer or another entity,  you hereby represent that (i) you have full legal authority to bind your employer or such entity (as  applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these  Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind  your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN  AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU  ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE  SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).

AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS FOR THE  SERVICE, THUS, EXCEPT WHERE INDICATED OTHERWISE “YOU” SHALL REFER TO CUSTOMER  AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU  AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON  OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO,  USING OR ACCESSING THE SERVICE, SITES OR adgrinternational.com MOBILE APPLICATION,  WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE  AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO  NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR THE SITES OR adgrinternational.com  MOBILE APPLICATION.

1. Our Service.

1.1. Our Service.

The adgrinternational.com platform is a cloud-based visual work management tool that  transforms the way teams work together, with the aim to build a culture of transparency, ownership and  accountability, inclusive of any and all functionalities, application programming interface and tools  offered as part of adgrinternational.com platform, offered online and via a mobile application (the “Service”). Specific Terms may apply to You or to some of the Service, such specific terms are incorporated herein  by reference and form an integral part hereof.

1.2. Modification or Discontinuation of the Service.

We may add, modify or discontinue any feature,  functionality or any other tool, within the Service and/or Sites, at our own discretion and without further  notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an  email.

1.3. No Contingency on Future Releases and Improvements.

You hereby acknowledge that your purchase of the Service and/or Third Party Services (as defined below) hereunder are not contingent on  the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services,  or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

1.4. Ability to Accept Terms.

If you, access and use the Sites and/or the Service, you represent and warrant that you are at least 16 years old. The Sites and/or Service are only intended for individuals aged sixteen (16) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.

1.5. Technical Support and Committed Uptime.

To the extent you purchased an enterprise tier subscription, you will be entitled to premium technical support and an uptime commitment, by adgrinternational.com, in accordance with the Service Level Agreement available at https://adgrinternational.com/terms/sla/, as may be updated by adgrinternational.com from time to time.

1.6. Additional Services.

Customer may choose to purchase additional services to be provided by adgrinternational.com, subject to the adgrinternational.com Additional Services Terms.

2. Account Registration and Administration.

2.1. Account Registration.

To register to the Service for the first time, you shall create an account with  the Service. By creating an account (“Account”) and registering to the Service you become, either  individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a  adgrinternational.com customer (the “Customer”). The first user of the Account is automatically assigned as the  Account administrator (the “Admin”).

2.2. Your Registration Information.

When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you: (i) agree to provide us with accurate, complete,  and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure  that your password remains confidential and secure; (iii) agree that you are fully responsible for all  activities that occur under your User Profile and password, including any integration or any other use of  third party products or services (and associated disclosure of data) in connection with the Service; and  (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of  your Account or User Profile and/or any breach of these Terms. We may assume that any  communications we receive under your User Profile have been made by you. Customer will be solely  responsible and liable for any losses, damages, liability and expenses incurred by us or a third party,  due to any unauthorized usage of the Account by either you or any other User or third party on your  behalf.

2.3. User Verification.

You understand and agree that we may require you to provide information that  may be used to confirm your identity and help ensure the security of your Account and/or User Profile.  In the event that you or the Admin lose access to an Account or otherwise request information about an  Account, we reserve the right to request from you or such Admin (as the case may be) any verification  we deem necessary before restoring access to or providing information about such Account.

2.4. Account Admins.

The Admin(s) of an Account are, severally and jointly, deemed as the authorized  representatives of the Customer, and any decision or action made by any Admin, is deemed as a  decision or action of Customer. An Admin may assign or add other members of the Account as Admins,  which possess important privileges and controls over the use of the Service and the Account, including,  without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or  downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined  below); and (iv) integrate or disable integration with Third Party Services. You also acknowledge that  your Account can become managed by a representative of the entity that owns or controls the email  address domain with which your Account was created or registered. Admin rights are further elaborated  in our Help Center.

2.5. Other Users.

There are several types of Account users, such as guests, viewers and team  members, all of whom are defined within the Service and referred to herein as “Authorized Users”, and  collectively with the Admin, the “Users”. The features and functionalities available to the Users are  determined by the respective subscription plan governing such Account, and the privileges of each such  Authorized User are assigned and determined by the Account Admin(s). For more information on the

rights, permissions and definition of each of the various types of Authorized Users, visit this Article in our Help Center.

2.6. Responsibility for Authorized Users.

Customer is solely liable and responsible for understanding  the settings, privileges and controls for the Service and for controlling whom Customer permits to  become a User and what are the settings and privileges for such User, including without limitation, the  right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account,  the right to access, modify or share boards, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those  Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action  taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence  Customer shall have no claim in this regard.

3. Your Customer Data.

3.1. Customer Data.

Customer Data is any data, file attachments, text, images, reports, personal  information, or any other content, that is uploaded or submitted, transmitted or otherwise made  available, to or through the Service by you or any User and is processed by us on Customer’s behalf (the “Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not  regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer  Data, in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide,  royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the  Customer Data, and solely to the extent that reformatting Customer Data for display in the Service  constitutes a modification or derivative work, the foregoing license also includes the right to make  modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain  and provide you the Service; (ii) to prevent or address technical or security issues and resolve support  requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that  such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request,  or other lawful process; and (v) as expressly permitted in writing by you.

3.2. Responsibility for Customer Data Compliance.

You represent and warrant that: (i) you have or  have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the  rights granted herein, for any Customer Data that you submit, post or display on or through the Service;  (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the  Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as  set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks  or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party;  (b) violate any applicable local, state, federal and international laws, regulations and conventions,  including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of  your or third party’s policies and terms governing the Customer Data. Other than our security and data  protection obligations expressly set forth in Section 6, we assume no responsibility or liability for  Customer Data, and you shall be solely responsible for Customer Data and the consequences of using,  disclosing, storing, or transmitting it. It is hereby clarified that adgrinternational.com shall not monitor and/or moderate the Customer Data and there shall be no claim against adgrinternational.com of not acting so.

3.3. No Sensitive Data.

You shall not submit to the Service any data that is protected under a special  legislation and requires a unique treatment, including, without limitations, (i) categories of data  enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation  in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and  Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other  jurisdiction, unless Customer and adgrinternational.com separately enter into a HIPAA Business Associate Agreement; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card  schemes.

4. Public User Submissions.

4.1. Public User Submissions.

4.2. Responsibility for Public User Submissions.

5. Intellectual Property Rights; License.

5.1. Our Intellectual Property.

The Service and Sites, inclusive of materials, such as software,  application programming interface, design, text, editorial materials, informational text, photographs,  illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks  and services marks (excluding Customer Data), any and all related or underlying technology and any  modifications, enhancements or derivative works of the foregoing (collectively, “adgrinternational.com Materials”), are the property of adgrinternational.com and its licensors, and may be protected by applicable  copyright or other intellectual property laws and treaties. As between you and adgrinternational.com,  adgrinternational.com retains all right, title and interest, including all intellectual property rights, in and to the  adgrinternational.com Materials.

5.2. Customer Reference.

Customer acknowledges and accepts that adgrinternational.com has the right to use  Customer’s name and logo to identify Customer as a customer of adgrinternational.com or User of the Service,  on adgrinternational.com’s website, marketing materials or otherwise by public announcements. Customer may  revoke such right, at any time, by contacting support@adgrinternational.com.

5.3. Your Access and Use Rights.

Subject to the terms and conditions of these Terms, and your  compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you  a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites,  during the applicable Subscription Term, solely for Customer’s internal purposes.

5.4. Use Restrictions.

Except as expressly permitted in these Terms, you may not, and shall not allow  an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose,  publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the  Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in  any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related  features of the Sites or Service or features that prevent or restrict use or copying of any content or that  enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble,  decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv)  copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or  Sites, or any part thereof; (v) take any action that imposes or may impose (at adgrinternational.com’s sole  discretion) an unreasonable or disproportionately large load on the adgrinternational.com infrastructure or  infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity

or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter  adgrinternational.com’s or any third party’s identification, attribution or copyright notices, trademarks, or other  proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the  Service or Sites without adgrinternational.com’s prior written approval; (viii) use the Service or Sites for  competitive purposes, including to develop or enhance a competing service or product; or (ix)  encourage or assist any third party (including other Authorized Users) to do any of the foregoing.

5.5. Feedback.

As a User of the Service and/or Sites, you may provide suggestions, comments, feature  requests or other feedback to any of adgrinternational.com Materials, the adgrinternational.com Service, the API (in case  you are the Admin) and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of  adgrinternational.com Materials, and as such, it is the sole property of adgrinternational.com without restrictions or  limitations on use of any kind. adgrinternational.com may either implement or reject such Feedback, without any  restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate,  complete, and does not infringe on any third party rights; (ii) irrevocably assign to adgrinternational.com any right,  title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all  claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

5.6. API Use.

We may offer an application programming interface that provides additional ways to  access and use the Service (“API“). Such API is considered a part of the Service, and its use is subject  to all these Terms. Without derogating from Sections 5.1 through 5.4 hereof, you may only access and  use our API for Customer’s internal business purposes, in order to create interoperability and integration  between the Service and other products, services or systems you and/or Customer use internally. When  using the API you should follow our relevant developer guidelines. We reserve the right at any time to  modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any  part of it) with or without notice. The API is subject to changes and modifications, and you are solely  responsible to ensure that your use of the API is compatible with the current version.

6. Privacy and Security.

6.1. Security.

adgrinternational.com implements reasonable security measures and procedures to assist in  protecting your Customer Data. You can learn more on our security measures and procedures on our Security Page, as updated from time to time.

6.2. Privacy Policy.

As a part of accessing or using the Service and the Sites, we may collect, access,  use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please  read our Privacy Policy, which is incorporated herein by reference, for a description of such data  collection and use practices.

6.3. Data Processing Agreement (“DPA”).

By using the Service, Customer also accepts our Data Processing Agreement, which governs the Processing

7. Third Party Services; Links.

7.1. Third Party Services.

The Service enables you to engage and procure certain third party services,  products, apps and tools in connection with the Service, including, without limitation, third party  applications and widgets offered via our integrations offering or which you decide to connect through  our API, as part of the Service (collectively, “Third Party Services”).

7.2. Independent Relationship.

You acknowledge and agree that regardless of the manner in which  such Third Party Services may be offered to you, we merely act as an intermediary platform between  you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services,  or shall be in any way responsible or liable with respect to any such Third Party Services. Your  relationship with such Third Party Services and any terms governing your payment for, and use of, such  Third Party Services, including without limitation, the collection, processing and use of your data by such  Third Party Services, are subject to a separate contractual arrangement between you and the provider  of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any  manner, for the compliance by you or by the provider of the Third Party Service with the Third Party  Agreement.

7.4. Use Conditions and Limitations.

Both adgrinternational.com and a Third Party Service may impose, each  at its sole discretion, additional conditions or limitations on your access and use of certain Third Party  Services, including without limitation, imposing a limited quota on the number of actions or other uses  (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant  within the Service or the Third Party Service or otherwise notified to you or to any other relevant User of  the Account.

7.5. adgrinternational.com Marketplace.

adgrinternational.com may make available Third Party Services through the  adgrinternational.com Marketplace. Your use of the adgrinternational.com Marketplace is subject to the adgrinternational.com Marketplace Terms of Service.

7.6. Payment for Third Party Services.

Third Party Services may be offered free of charge or for a  certain fee, either charged directly by the Third Party Service or by adgrinternational.com. Wherever the Third  Party Service requires a payment, it shall be indicated next to the offering of the Third Party Service,  unless such price is included within the Subscription Plan (as defined below) for the Service. Whenever  adgrinternational.com charges Customer on behalf of itself and not as an agent on behalf of the Third Party  Service, the payment terms, including the payment of fees, renewal and refund policy, are governed by  Sections 8 and 9 herein. Whenever adgrinternational.com charges Customer on behalf of the Third Party

Services, then Customer acknowledges that adgrinternational.com serves only as an intermediary role in  facilitating or collecting the applicable fees and taxes from Customer, for the Third Party Service, thus all payment related issues, including the payment of fees, renewal and refund policy, are governed by  the Third Party Agreement.

7.7. Change of Fees.

Customer acknowledges that adgrinternational.com and any Third Party Service, may  change the fees for the Third Party Service from time to time, including imposing a new charge on a  Third Party Service that was provided for free.

7.8. Discontinuation of a Third Party Service.

Each of adgrinternational.com and the Third Party Service  reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any  reason and with no obligation to provide any explanation or notice. Such discontinuation may result in  the inability to utilize certain features and actions of the Third Party Service along with our Service.

7.9. Links.

7.10. Limitations of Liability.

adgrinternational.com BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR  ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY  SERVICE’S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE, SECURITY, ACCURACY,  RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS  OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THIRD PARTIES. BY ACCESSING  AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND  USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE  SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND  PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.

8. Subscription Term, Renewal and Fees Payment.

8.1. Order Form.

Our order form may be completed and placed in various ways, among which, an  online form or in-product screens or any other mutually agreed upon offline form delivered by Customer  or any of the other Users to adgrinternational.com, including via mail, email or any other electronic or physical  delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the Service ordered,  subscription plan, term and the associated fees.

8.2. Subscription Term.

The Service is provided on a subscription basis for the term specified in your  Order Form, in accordance with the respective subscription plan purchased under such Order Form  (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).

8.3. Subscription Fees.

In consideration for the provision of the Service (except for Trial Service),  Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable  Order Form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US  dollars. Customer hereby authorizes us, either directly or through our payment processing service or our affiliates, to  charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless  expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve  the right to change the Subscription Fees at any time, upon notice to Customer if such change may  affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed

by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time,  and/or suspend or cancel the Account, without notice.

8.4. Taxes.

The Subscription Fees are exclusive of any and all taxes (including without limitation, value  added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be  imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”),  except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires  Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us,  in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should  be deemed as being added on top of the Subscription Fees, payable by Customer.

8.5. Subscription Upgrade.

During the Subscription Term, Customer may upgrade its Subscription  Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii)  adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term  (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be  considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated  within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise  in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2)  whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the  Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees,  and the difference shall be due and payable by Customer upon the date on which the Subscription  Upgrade was made.

8.6. Adding Users.

Customer acknowledges that unless it disabled these options: (i) Users within the  same email domain will be able to automatically join the Account; and (ii) Users within Customer’s  Account may invite other persons to be added to the Account as Users (collectively, “Users Increase”).  For further information on these options and how to disable them, visit our Help Center. Unless agreed  otherwise in an Order Form, any changes to the number of Users within a certain Account, shall be billed  on a prorated basis for the remainder of the then-current Subscription Term. We will bill Customer, either  upon the Users Increase or at the end of the applicable month, as communicated to Customer.

8.7. Excessive Usage.

8.8. Billing.

As part of registering, or submitting billing information, to the Service, Customer agrees to  provide us with updated, accurate and complete billing information, and Customer authorizes us (either  directly or through our affiliates, including adgrinternational.com Inc. or other third parties) to charge, request and collect  payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment  method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to  validate Customer’s designated payment account or financial information, in order to ensure prompt  payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by  Customer’s credit card company).

8.9. Subscription Auto-Renewal.

In order to ensure that Customer will not experience any interruption  or loss of services, Customer’s Subscription includes an automatic renewal option by default, according  to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its  expiration, the Subscription will automatically renew upon the end of the then applicable Subscription

Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods)  and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and  excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly,  unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to  automatically charge Customer the applicable Subscription Fees upon or immediately prior to the  expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal,  Customer shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any  time through the Account settings or by contacting our our Customer Success team. Except as expressly  set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the  Subscription will not renew for an additional period, but Customer will not be refunded or credited for  any unused period within the Subscription Term.

8.10. Discounts and Promotions.

Unless expressly stated otherwise in a separate legally binding  agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, adgrinternational.com will renew such Subscription, at the full applicable  Subscription Fee at the time of renewal.

8.11. Credits.

Any credits that may accrue to Customer’s Account, for any reason (the “Credits”), will  expire and be of no further force and effect, upon the earlier of: (i) the expiration or termination of the  applicable Subscription under the Account for which such Credits were given; or (ii) in case such Credits  accrued for an Account with a Trial Subscription (as defined below) that was not upgraded to a  Subscription Plan, then upon the lapse of 90 days of such Credits’ accrual. Unless specifically indicated  otherwise, Credits may be used to pay for the Services only and not for any Third Party Service or other  payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first  reduced against the Subscription Fees and the remainder will be charged from Customer’s respective  payment method. Credits shall have no monetary value (except for the purchase of Services under the  limited terms specified herein) nor exchange value, and will not be transferable or refundable.

8.12. Payment through Reseller.

If Customer purchased a Service from a reseller or distributor  authorized by us (“Reseller”), then to the extent there is any conflict between these Terms and the agreement entered between Customer and the respective Reseller, including any purchase order  (“Reseller Agreement”), then, as between Customer and adgrinternational.com, these Terms shall prevail. Any  rights granted to Customer and/or any of the other Users in such Reseller Agreement which are not  contained in these Terms, apply only in connection with the Reseller. In that case, Customer must seek  redress or realization or enforcement of such rights solely with the Reseller and not adgrinternational.com. For  clarity, Customer’s and its Users’ access to the Service is subject to our receipt from Reseller of the  payment of the applicable Fees paid by Customer to Reseller. Customer hereby acknowledges that at  any time, at our discretion, the billing of the Subscription Fees may be assigned to us, such that  Customer shall pay us directly the respective Subscription Fees.

9. Refund Policy; Chargeback.

9.1. Refund Policy.

If Customer is not satisfied with its initial purchase of a Service, Customer may terminate such Service by providing us a written notice, within 30 days of having first ordered such  Services (the “Refund Period”). In the event that Customer terminates such initial purchase of a Service,  within the Refund Period, we will refund Customer the prorata portion of any unused and unexpired Subscription Fees pre-paid by Customer in respect of such terminated period of the Subscription, unless  such other sum is required by applicable law, in the same currency we were originally paid (the  “Refund”). The Refund is applicable only to the initial purchase of the Service by Customer and does not  apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that  we shall not be responsible to Refund any differences caused by change of currency exchange rates or  fees that Customer was charged by third parties, such as wire transfer fees. After the Refund Period,  the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find  that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject Customer’s Refund request. Subject to the foregoing, upon termination by Customer under this Section 9.1 all outstanding payment  obligations shall immediately become due for the used Subscription Term and Customer will promptly  remit to adgrinternational.com any fees due to adgrinternational.com under these Terms.

9.2. Non-Refundable Services.

Certain Services may be non-refundable. In such event we will identify  such Services as non-refundable, and Customer shall not be entitled, and we shall not be under any  obligation, to terminate the Service and give a Refund.

9.3. Chargeback.

If, at any time, we record a decline, chargeback or other rejection of a charge of any  due and payable Subscription Fees on Customer’s Account (“Chargeback”), this will be considered as  a breach of Customer’s payment obligations hereunder, and Customer’s use of the Service may be  disabled or terminated and such use of the Service will not resume until Customer re-subscribes for any  such Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred  by us and/or any Third Party Service for each Chargeback received (including handling and  processing charges and fees incurred by the payment processor), without derogating from any other  remedy that may be applicable to us under these Terms or applicable law.

10. Trial Service; Pre-Released Services.

10.1. Trial Service.

We may offer, from time to time, part or all of our Services on a free, no-obligation  trial version (“Trial Service”). The term of the Trial Service shall be as communicated to you, within the  Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no  reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without  liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan  (the “Trial Subscription”), upon termination of the Trial Subscription, we may change the Account web  address at any time without any prior written notice.

10.2. Pre-Released Services.

Note that we may offer, from time to time, certain Services in an Alpha or  Beta versions (the “Pre-Released Services”) and we use best endeavors to identify such Pre-Released  Services as such. Pre-Released Services are Services that are still under development, and as such  they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as  intended and designated, more than usual.

10.3. Governing Terms of Trial Service and Pre-Released Services.

11. Term and Termination; Suspension.

11.1. Term.

These Terms are in full force and effect, commencing upon the Effective Date, until the end  of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance  with these Terms.

11.2. Termination for Cause.

Either Customer or us may terminate the Service and these Terms, upon  written notice, in case that (a) the other party is in material breach of these Terms and to the extent,

curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days  following a written notice from by the non-breaching party; or (b) ceases its business operations or  becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

11.3. Termination by Customer.

Customer may terminate its Subscription to the Service by cancelling  the Service and/or deleting the Account, whereby such termination shall not derogate from Customer’s  obligation to pay applicable Subscription Fees except where such termination is made within the Refund  Period. In accordance with Section 9 above, unless mutually agreed otherwise by Customer and us in a  written instrument, the effective date of such termination will take effect at the end of the then-current  Subscription Term, and Customer’s obligation to pay the Subscription Fees throughout the end of such  Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees.

11.4. Effect of Termination of Service.

Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s  web address. It is Customer’s sole liability to export the Customer Data prior to such termination or  expiration. In the event that Customer did not delete the Customer Data from the Account, we may  continue to store and host it until either Customer or we, at our sole discretion, delete such Customer  Data, and during such period, Customer shall still be able to make a limited use of the Service in order  to export the Customer Data (the “Read-Only Mode”), but note that we are not under any obligation to  maintain the Read-Only Mode period, hence such period may be terminated by us, at any time, with or  without notice to Customer, and subsequently, the Customer Data will be deleted. Customer  acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior  to the termination or expiration of these Terms, and therefore we shall not have any liability either to  Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein  otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to  pay due Subscription Fees.

11.5. Survival.

11.6. Suspension.

Without derogating from our termination rights above, we may decide to temporarily  suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the  following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service  in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise  any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are  using the Service in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in  accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its  Users’ breach of the Acceptable Use Policy. The afore-mentioned suspension rights are in addition to  any remedies that may be available to us in accordance with these Terms and/or applicable Law.

12. Confidentiality.

12.1. Confidential Information.

In connection with these Terms and the Service (including the evaluation  thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public  business, product, technology and marketing information, including without limitation, customers lists  and information, know-how, software and any other non-public information that is either identified as  such or should reasonably be understood to be confidential given the nature of the information and the  circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential  Information, and (ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their  underlying technology, and their respective performance information, as well as any data, reports and  materials we provided to you in connection with your evaluation or use of the Service, are regarded as  our Confidential Information. Confidential Information does not include information that (a) is or becomes  generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was  known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any  obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation  owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any  use or reference to the Confidential Information.

12.2. Confidentiality Undertakings by the Receiving Party.

The Receiving Party will (i) take at least  reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit  access to those employees, affiliates, service providers and agents, on a need to know basis and who  are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use  or disclose any Confidential Information to any third party, except as part of its performance under these  Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in  connection with a due diligence process that the Receiving Party is undergoing, provided that any such  disclosure shall be governed by confidentiality obligations at least as restrictive as those contained  herein.

12.3. Compelled Disclosure.

Notwithstanding the above, Confidential Information may be disclosed  pursuant to the order or requirement of a court, administrative agency or other governmental body;  provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to  provide prompt written notice of such court order or requirement to the Disclosing Party to enable the  Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

13. Warranty Disclaimer.

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO  THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

13.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE PROVIDED  ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF  ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS A