1. Scope

This TaffyLabs End User License Agreement (“EULA”) applies to your use of any services or software (“Services”) that Live CGI, Inc., or its affiliates and subsidiaries including, without limitation, TaffyLabs and TrueLORE(“TaffyLabs” or “we”) provides to an Authorized User (“you” or “your”), as defined below, either directly or through a TaffyLabs customer (“Customer”). Before accessing the Services, you will be required to confirm that you have read, understand, and agree to be bound by this EULA.

2. Modifications

We have the right to change the EULA at any time. If we change the EULA, you will be required to confirm that you have read, understand, and agree to be bound by the modified EULA. Upon such confirmation, any material revisions to this EULA will become effective immediately. All other changes will become effective on the date we publish the change. Your continued use of the Services after the effective date of any changes will constitute your confirmation and acceptance of the revised terms and conditions.

3. Authorized Users; Age

Only Customers or an employee or contractor of a Customer, or affiliates, subcontractors, suppliers, or vendors authorized by a Customer may access and use the Services (“Authorized User”). For the avoidance of doubt, even if you are not a Customer but are accessing or using the Services with the authorization of a Customer, this EULA applies to you as a user of the Services.

Before accessing the Services, each Authorized User must register with a username and password. By registering to use the Services, you represent and warrant that all information that you provide is current, complete, and accurate to the best of your knowledge. You are responsible for maintaining the confidentiality and security of your username and password. You are responsible for all activity occurring under your username and password. You agree to promptly notify TaffyLabs at contact@taffylabs.io of any unauthorized use of your username or password or any other breach of security to which you become aware.

The Services are not intended for and should not be used by anyone under the age of thirteen (13). By using the Services you represent (a) that you are either (i) over the age of legal majority in your jurisdiction of residence, or (ii) between the ages of thirteen (13) and the age of legal majority in your jurisdiction of residence, and only use the Services under the supervision of a parent or legal guardian who agrees to be bound by the terms of this EULA; and, (b) that if invited to use the Services by a Customer, you, or where applicable your parent or legal guardian, represent that you are the intended recipient of Customer’s invitation to use the Services. You may not access or use the Services for any purpose if either of the representations in parts (a) and (b) of this paragraph is not true.

4. Intellectual Property

All materials included on or available through the Services that we provide, including any and all components and parts thereof and software therein, and all improvements, enhancements, and modifications to and derivative works of any of the foregoing, as well as any and all software, applications, inventions, or other technology developed by TaffyLabs in connection with the Services or support thereof, and all intellectual property rights of any kind, including any and all patents and copyrights and all rights in any trade secrets, service marks, trademarks, know-how, trade names, trade dress and packaging, moral rights, rights of privacy, publicity, and similar rights of any type (“Intellectual Property Rights”) related to any and all of the foregoing (collectively, the “Materials”), are the property of TaffyLabs or its licensors, and are protected by patent, copyright, trademark, and other intellectual property laws.

As used in this EULA, Materials excludes User Content (defined below). For the avoidance of doubt, the Services and Materials are licensed and not sold, and nothing contained in this EULA transfers, nor is intended to transfer any ownership rights or interest in or to the Services or Materials, and you expressly acknowledge and agree that you may not claim title to, or an ownership interest in, the Services or Materials.

5. License

a. License to Authorized Users

So long as you comply with this EULA, and, where applicable, any terms of service or use agreed upon between TaffyLabs and Customer if you are an Authorized User of a Customer, TaffyLabs hereby grants to you a limited, nonexclusive, revocable, non-assignable, non-sublicensable license to access, install, and use the Service and Materials solely for your personal or internal business use, and solely in connection with your status as an Authorized User and, where applicable, solely to fulfill your obligations to a Customer. All rights not expressly licensed by TaffyLabs are reserved.

b. License Restrictions

Except as expressly permitted herein or in an agreement between TaffyLabs and its Customer, the license granted to you does not and will not permit you or any third party to, directly or indirectly:

1. copy, modify, or create derivative works of the Service or Materials, whether in whole or in part;
2. rent, lease, lend, sell, resell, make commercial use of (except for distribution of your User Content), license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Materials except as expressly permitted under this Agreement;
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Service;
4. remove any proprietary notices from the Service or Material; or
5. use the Service or Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

6. Acceptable Use

As a condition of using the Services, you shall comply with this EULA as well as the current version of our acceptable use policy (“AUP”), and all applicable laws and regulations with respect to use of the Services and User Content, including privacy laws (collectively, “Laws”). You shall be responsible for all claims, liabilities, losses, damages, costs, and expenses of whatever kind (including reasonable attorneys’ fees and costs) incurred by us as a result of your failure to comply with this EULA, the AUP, or Laws.

7. User Content and Interacting with Other Users

Certain Services may allow you to post documents, videos, photos, Feedback (defined below), and other content (collectively, “User Content”). As between you and TaffyLabs, you retain ownership over your User Content.

a. License to User Content

By providing User Content and using the Services, you hereby grant to TaffyLabs a nonexclusive, royalty-free, irrevocable, transferable, worldwide right and license to make, have made, use, import, export if lawful in the destination region, execute, reproduce, distribute, modify, adapt, publicly display, publicly perform, make derivative works of, and disclose any User Content and all such rights and permissions in or relating to the User Content, and data derived from your use of the Services, for the purpose of providing, operating, developing, and improving the Services and other TaffyLabs products and services.

After you stop using the Services, copies of your User Content may continue to exist within the Services. However, you acknowledge that we have no obligation to maintain your User Content after termination of your account. You acknowledge that User Content may be exposed to third parties, including other Authorized Users and third parties with whom you or the Customer grant access to User Content. In such case, you expressly acknowledge and agree that TaffyLabs has no responsibility or liability for any copying, reposting, or other use of your User Content by other Authorized Users or third parties.

Further, you expressly grant to TaffyLabs a nonexclusive, royalty free, irrevocable, worldwide license to use the User Content for TaffyLabs’s marketing and promotion of the Service and TaffyLabs. TaffyLabs may make archival and back-up copies of User Content indefinitely or as otherwise permitted under applicable Laws. You agree that TaffyLabs has no responsibility or liability to you for the deletion of any User Content, and that TaffyLabs is under no obligation to use any User Content.

b. Feedback

User Content may include ideas, suggestions, documents, and proposals (“Feedback”). Providing Feedback is voluntary. With respect to Feedback, you acknowledge that:

1. TaffyLabs is not under any obligation of confidentiality, express or implied;
2. TaffyLabs may have something similar to the Feedback already under consideration or development;
3. you hereby grant to TaffyLabs a perpetual, irrevocable, sublicensable, transferable, unlimited, worldwide, license to copy, distribute, modify, and otherwise use your Feedback for any purpose;
4. TaffyLabs is under no obligation to use your Feedback; and
5. you are not entitled to any compensation of any kind from TaffyLabs for your Feedback.

c. Representations

By transmitting User Content, you represent and warrant that the use and posting of the User Content will not infringe, misappropriate, or otherwise violate the copyright, trademark, trade secret, right of publicity, or other proprietary, privacy, or other rights of any third party, or violate the AUP. You shall be solely liable for any damages resulting from any infringement, misappropriation, or other violation of copyright, trademark, trade secret, right of publicity, or other proprietary, privacy, or other right of any third party, or any other harm resulting from your User Content. You acknowledge that User Content is not prescreened. TaffyLabs reserves the right to suspend, deactivate, and terminate your access to the Services and Materials, and if applicable remove User Content, at its sole discretion.

d. Third-Party Content

We do not control, verify, or endorse any User Content, and we do not take any responsibility or assume any liability for any actions you may take as a result of your posting or viewing of, or exposure to, User Content posted to or through the Services. Through your use of the Services, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate, or deceptive.

e–j. Copyright Infringement Claims

If you believe your copyrighted work is being infringed, please provide the following to our designated copyright agent:

• A description of the copyrighted work that you claim is being infringed, including, if available, a reference such as a link or URL that points directly to an authorized example of the copyrighted work;
• A description of the material you claim is infringing and that you want removed or access to which you want disabled, and the location of where that material can or could be found;
• The date and time of the alleged infringement, and if available: whether the infringement is ongoing at the time of your submission, or the date and an accurate timestamp or time frame that identifies, in Eastern Time, when the alleged infringement occurred;
• The name of the rights holder, and your relationship to the rights holder;
• Information that allows us to contact you, including your name, address, telephone number, and email address;
• A signed statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; and
• A signed statement that the information in the notice is accurate and, under penalty of perjury, you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed.

Our designated copyright agent can be reached as follows:

8. Links to Third-Party Sites

The Services may contain links to other websites (“Linked Sites”) as a convenience to you. If you click on a Linked Site, you will leave the Services and be subject to the terms of use and privacy notice of the Linked Site. The Linked Sites are not under our control, and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site.

9. Confidentiality

a. Definition

For purposes of this EULA, “Confidential Information” means any confidential, proprietary, and trade secret information of TaffyLabs or any Customer contained within the Services, the terms and pricing of the Services, information about Customer business operations and practices, including any Customer projects (“Project Information”), and such other information identified as confidential at the time of disclosure or that a reasonable person would consider confidential due to its nature and circumstances of disclosure.

b. Protection; Nondisclosure

You shall preserve the confidentiality of Confidential Information and treat such Confidential Information with at least the same degree of care that you use to protect your own Confidential Information, but not less than a reasonable standard of care. You will use the Confidential Information only to exercise rights and perform obligations in connection with your status as an Authorized User. You shall not disclose any Confidential Information, including Project Information, to any third party except with the prior, written consent of the applicable disclosing party (i.e., TaffyLabs or Customer).

c. Exceptions

You shall not be liable for the release of Confidential Information if such information: (i) was known to you on or before the date you received such Confidential Information through the Services; (ii) is released into the public domain through no fault of your own; (iii) that you developed independently without access to Confidential Information; or (iv) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, you will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure.

You agree to promptly notify the disclosing party of any unauthorized access to or disclosure of its Confidential Information. You agree that any breach of this Section will cause irreparable harm to the disclosing party, and such disclosing party shall be entitled to seek equitable relief in addition to all other remedies provided by this EULA or available at law.

10. Warranty Disclaimer

TaffyLabs DOES NOT CONTROL OR VERIFY USER CONTENT, AND THEREFORE WE DISCLAIM ALL WARRANTIES AND LIABILITY RELATED TO USER CONTENT. TaffyLabs MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE MATERIALS OR SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MATERIALS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND.

TaffyLabs HEREBY DISCLAIMS ALL WARRANTIES REGARDING THE MATERIALS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TaffyLabs EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES OR MATERIALS WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, THAT COMMUNICATIONS TO OR FROM THE SERVICES WILL BE SECURE AND NOT INTERCEPTED, THAT THE CAPABILITIES OFFERED ON THE SERVICES WILL BE UNINTERRUPTED, OR THAT ACCESS TO OR USE OF THE SERVICES WILL BE FREE FROM ERRORS OR DEFECTS OR THAT SUCH ERRORS OR DEFECTS WILL BE CORRECTED.

IN SUCH CASE THAT YOU ARE AN AUTHORIZED USER PROVIDED WITH ACCESS TO AND USE OF THE SERVICES BY A CUSTOMER, AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS CUSTOMER’S SOLE RESPONSIBILITY TO (i) INFORM YOU AND ANY AUTHORIZED USERS OF ANY APPLICABLE CUSTOMER POLICIES, PROCEDURES, AND PRACTICES RELEVANT TO YOUR USE OF THE SERVICES; (ii) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF THE SERVICES; (iii) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER INFORMATION AND DATA THROUGH YOUR USE OF THE SERVICES IS LAWFUL; AND (iv) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON YOUR USE OF THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

TaffyLabs MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TaffyLabs BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE USE, INABILITY TO USE, DELAY, OR PERFORMANCE OF THE SERVICES; (B) THE MATERIALS; OR (C) ANY OTHER MATTER RELATING TO THE SERVICES, WHETHER BASED ON CONTACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY OF LIABILITY, EVEN IF TaffyLabs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THE TERMS OF THIS EULA, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

12. Limitations to Sections 12 and 13

Applicable law may not allow the exclusion of certain warranties or the exclusion of liability for incidental or consequential damages. Accordingly, some of the above exclusions in Sections 12 and 13 may not apply to you. In no event, however, shall TaffyLabs’s total liability to you for damages, losses, and causes of action (whether in contract, tort, negligence, strict liability, or other theory of liability) exceed $100 USD.

13. Indemnification

You agree to defend, indemnify, and hold harmless TaffyLabs and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, causes of action, or demands, including without limitation reasonable attorneys’ fees and costs, arising out of or relating to your breach of this EULA, your User Content, your violation of any Law or right of any third party through your use of the Services, or your use or misuse of the Services.

14. Termination/Access Restriction

In the event that we suspect that you have violated any of the terms of this EULA, we may in our sole discretion, immediately terminate your access to the Services, or any portion thereof without liability. Upon termination, your account will be disabled and you may not be granted access to your account or any User Content. We may retain copies of information and content related to your account for archival and backup purposes.

15. Export Control

You acknowledge that the Services, or portions thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You acknowledge and agree that you may not access, use, export, re-export, divert, transfer, or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation.

You represent and warrant that (i) you are not a citizen of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions and that you will not, or permit or enable anyone else to, access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) you are not identified on any U.S. government restricted party lists; and (iii) that no User Content you create on, with, or submit to the Services is subject to any restriction on disclosure, transfer, download, export, or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.

16. Discontinued Use/Survival

You may discontinue your participation in and access to the Services at any time. This EULA will continue to apply to all past use of the Services by you, even if you are no longer using it, whether voluntarily or because we terminated your access.

17. Contact Us

Contact us in any of the following ways if you have any comments or questions about this EULA.

18. Severability

If any part of the EULA is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

19. Assignment

You may not assign this EULA or any right or license granted in this EULA to another party. We may assign this EULA without restriction.

20. Governing Law

This EULA shall be construed in accordance with the laws of the State of New York and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws.

21. Arbitration

If you are located in the United States, you agree to resolve disputes only on an individual basis, through arbitration pursuant to the terms set forth below. You expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

In case of any dispute relating to your use of the Services or otherwise arising under this EULA, you will try to amicably resolve the dispute with TaffyLabs. If the dispute cannot be resolved between you and TaffyLabs, it shall be settled by (a) arbitration before a panel of three (3) independent arbitrators, using the rules of commercial arbitration of the American Arbitration Association, or (b) mediation, and in either case governed and carried out in accordance with the laws of the State of New York. In the event mediation fails, the parties agree to arbitration.

Arbitration or mediation shall occur in New York, New York, or a mutually agreed upon neutral location. The parties shall be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure, subject to limitation by the arbitrator or mediator to secure just and efficient resolution of the dispute. If the amount in controversy exceeds ten thousand dollars (USD 10,000.00), the arbitrator’s decision shall include a statement specifying in reasonable detail the basis for and computation of the amount of the award, if any.

Each party shall be responsible for its own costs and attorneys’ fees incurred in connection with the arbitration or mediation, unless the prevailing party’s recovery of such costs and fees is expressly permitted under applicable law. Judgment upon the award may be entered in any court having jurisdiction. Nothing herein, however, shall prevent a party from resorting to a New York court of competent jurisdiction in those instances where injunctive relief may be appropriate.

22. Entire Agreement; Interpretation

This EULA incorporates all expressly referenced documents and collectively constitute the entire agreement between the parties with respect to the subject matter. This EULA supersedes all prior and contemporaneous agreements or communications as between TaffyLabs and you. Any agreement separately executed between TaffyLabs and an authorized signatory of a Customer that governs the relationship between that Customer and TaffyLabs remains in full force and effect.

Exhibit A — Acceptable Use Policy

This Acceptable Use Policy is to help you understand what type of content and conduct is allowed on the Service and to ensure a safe and respectful environment. Customer agrees to ensure that Authorized Users comply with this Acceptable Use Policy at all times when accessing or using the Service.

By accessing or using the Service, you agree to the following restrictions:

1. You shall not use the Service to promote sexually explicit or abusive content, and you shall not use the Service in any way that is unlawful, threatening, harassing, slanderous, defamatory, abusive, invasive of privacy, or intended to or likely to incite violence, or that infringes, misappropriates, or otherwise violates the proprietary or legal rights of any person or entity;
2. Your use of the Service is personal to you, and you shall not distribute, transfer, sublicense, or in any way permit any third party individual, entity, or distributor to access, distribute, or use the Service;
3. You may not share or disclose your username and password with any third party and you are responsible for maintaining the confidentiality of your username and password;
4. You are responsible for all authorized and unauthorized use of your user account;
5. You shall not, directly or indirectly:
   1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to or comprising the Service (or any element thereof), or any software, documentation or data related to the Service (collectively, “Software”);
   2. alter, change, edit, modify, translate, or create derivative works based on the Service (or any element thereof) or any Software;
   3. use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or
   4. remove any proprietary notices or labels.
6. You will not use the Service in a manner in violation of any applicable law, rule, or regulation;
7. You will not tamper with the Service in any way;
8. You will not create or compile a database of the Service or content on the Service, and you will not otherwise access, use, download, or copy the Service or its content in order to compete with TaffyLabs;
9. You will not use the Service or its content to design, develop, operate, support, market, distribute, or otherwise make available any program, application, or service (including without limitation any device, technology, product, service, computer program, application, or website that enables or provides access to, use of, operation of, or interoperation with the Service);
10. You will not solicit others through the Service for any purpose;
11. You will not use the Service to transmit any software viruses or any other computer code intended to interrupt, destroy, or limit the functionality of the Service or otherwise be technologically harmful; and
12. You will not use the Service in any manner that may adversely affect TaffyLabs’s resources or the availability of the Service to others, or in any way that disrupts the operation of the Service.

Although TaffyLabs has no obligation to monitor your use of the Service, TaffyLabs may do so and may prohibit, suspend, or terminate any use of the Service that TaffyLabs believes might be (or is alleged to be) in violation of this policy and/or any applicable law, rule, or regulation. Further, TaffyLabs does not promise to make the Service available, and TaffyLabs may terminate your access at any time if TaffyLabs ceases to make the Service.

You acknowledge that TaffyLabs (and its licensors) exclusively owns all rights, titles, and interests in and to the Service.