1. INTRODUCTION. In this End User Agreement ("Agreement"), "you" and "your" refer to each customer that purchases any Paraleap Technologies' product or service, (whether as an individual, business registration or as an authorized employee or representative of a corporation or other business entity) ("Customer"). If subscribing in the name of a corporation, limited liability company, or other entity (“Company”), “you” refers to such Company, and the individual registering the Company represents that he or she has full authority to bind the Company to the terms and conditions of this Agreement. "We", "us" and "our" refer to Paraleap Technologies LLC. ("Paraleap Technologies"). This Agreement explains our obligations to you, and your obligations to us in relation to purchases and uses of Paraleap Technologies product(s) and service(s) (the “Services”) by you. By purchasing or otherwise applying for Services, you acknowledge that you will establish an account with us. You agree to be responsible for all activities, charges, changes, and obligations incurred through your account, whether or not authorized by you. Further, you agree that security of your account information, including your user name and password, is your responsibility, and that Paraleap Technologies may assume without inquiry that any person in possession of your user name and password has authority to access or modify your account or the Services. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT CONTINUE WITH THE REGISTRATION PROCESS. BY PURCHASING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS HEREIN. 2. TERMS. Sections 1 through 24 apply to all Services that you purchase. You acknowledge and agree that particular Services may be subject to additional terms and conditions required by the Paraleap Technologies licensor(s), as referenced in each schedule posted on the Paraleap Technologies website (the “Schedules”). In the event of any inconsistency between the terms of Sections 1 through 24 and the terms in such a Schedule, the terms of the Schedules will control but only with regard to the particular Service to which the Schedule applies; otherwise the provisions of Sections 1 through 24 will be controlling. 3. FEES AND PAYMENT AND TAXES. (a) As consideration for the Services, you agree to pay Paraleap Technologies the applicable fees set forth on your order at the time of your selection and due for the Services. All fees are due immediately and are non-refundable, except as otherwise expressly noted in one or more of the Schedules to this Agreement or in an Paraleap Technologies special promotion. Any renewal of the Services is subject to our then-current terms and conditions, including, but not limited to payment of all applicable fees at the time of renewal. You authorize us to renew your subscription to the Services up to 7 days prior to its expiration, for the same term then-currently in place for the Services, at the applicable price for the Services, and to charge your credit card or other payment method on file for the renewal of the Services. You are solely responsible for the accuracy and correctness of the credit card or payment information you provide to Paraleap Technologies and must promptly inform Paraleap Technologies of any changes thereto (e.g., change of expiration date or account number). (b) You agree to pay all value added, sales and other taxes (other than taxes based on Paraleap Technologies income) related to the Services, and authorize Paraleap Technologies to charge your credit card or other payment method for such taxes. All sums due and payable that remain unpaid by you will accrue a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. You have 30 days to dispute charges on your invoice, otherwise you forfeit your right to dispute those charges and will be responsible for them in full. In the event of your non-payment of any amounts due under this Agreement, Paraleap Technologies may suspend or terminate any or all of the Services, and if the delinquency continues for a period of 28 days, Paraleap Technologies may delete any of your Customer Data. Paraleap Technologies may charge a reinstatement fee if you wish to reinstate a Service that has been terminated due to non-payment. 4. ACCURATE INFORMATION. You agree to: (1) provide certain true, current, complete and accurate information about you as required by the application process; and (2) maintain and update according to our modification procedures the information you provided to us when purchasing the Services as needed to keep such information current, complete and accurate. We may rely on this information to send you important information and notices regarding your account and the Services. 5. CUSTOMER DATA. Any data, information, material, code, media or other file provided by you and hosted by Paraleap Technologies, located on the Paraleap Technologies servers, or hosted by a third party on behalf of Paraleap Technologies in connection with the Services (collectively, the “Customer Data”) and the accuracy, quality, integrity legality, reliability, appropriateness and intellectual property ownership or right to use such Customer Data is your sole responsibility; use of such Customer Data by Paraleap Technologies is subject to the Paraleap Technologies Privacy Policy, to the extent applicable. Paraleap Technologies reserves the right to use your name, logo, and marks to identify you as a customer on its marketing and promotional materials. 6. OWNERSHIP. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services ("Paraleap Technologies Intellectual Property Rights") are owned by Paraleap Technologies or its licensors, and you agree to make no claim of interest in or ownership of any such Paraleap Technologies Intellectual Property Rights. You acknowledge that no title to the Paraleap Technologies Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Paraleap Technologies or its licensors' Intellectual Property Rights, other than the non-exclusive rights expressly granted in this Agreement. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes other than your internal business purposes any of the Services (or portion thereof) without the prior express written consent of Paraleap Technologies. Paraleap Technologies reserves the right to use your name, logo, and marks for any and all marketing and promotional purposes, as determined by Paraleap Technologies in its sole discretion. 7. TERMS OF CONFIDENTIALITY. You agree to exercise a heightened level of care and discretion to prevent and restrain the use, disclosure, or reproduction of Paraleap Technologies’s Confidential Information. “Confidential Information” means nonpublic information that Paraleap Technologies designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by you. Confidential Information includes, but is not limited to, pricing under this Agreement, information in tangible or intangible form relating to or including released products, Paraleap Technologies’s non-public business policies or practices, and information received from others that Paraleap Technologies is obligated to treat as confidential. Confidential Information does not include any information, however designated, that you can demonstrate with written records; (i) is or subsequently becomes publicly available without your breach of any obligation under this Agreement; (ii) became known to you prior to disclosure under this Agreement; (iii) became known to you from a source other than Paraleap Technologies and other than by the breach of an obligation of confidentiality owed by you; or (iv) is independently developed by you. This obligation will last three (3) years after the termination of this Agreement. 8. EXCLUSIVE REMEDY; TIME LIMITATION ON FILING ANY CLAIM. YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR RELATED TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY BREACH OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICES DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL Paraleap Technologies, ITS LICENSORS AND CONTRACTORS BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF FUTURE REVENUE, INCOME OR PROFITS. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN Paraleap Technologies'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. Paraleap Technologies and its licensors and contractors disclaim any and all responsibility or liability resulting from or related to: (1) delays, interruptions, unavailability, non-delivery, mis-delivery, failure, deletion, or loss of, or other damage to, any Customer Data, the Paraleap Technologies control panel, the Services or any component thereof; (2) the unauthorized use or misuse of your account number, password or other security information; or (3) our storage and maintenance of your account information, payment information or other personal information. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OF THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED. 9. DISCLAIMER OF WARRANTIES. Paraleap Technologies MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THIS AGREEMENT, THE SERVICES, OR ANY OTHER Paraleap Technologies PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. Paraleap Technologies DOES NOT MAKE ANY REPRESENTATION THAT THE PURCHASE, DELIVERY, SALE IMPLEMENTATION OR SUPPORT OF THE SERVICES WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, AND Paraleap Technologies WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN CONNECTION WITH THE SERVICES. 10. INDEMNIFICATION. You agree to indemnify and hold harmless Paraleap Technologies, its officers, directors, affiliates, employees, principals, shareholders and agents from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorneys fees) arising out of or in connection with any breach of this Agreement or violation of the Paraleap Technologies Policies, your use of the Services other than as permitted hereunder, or any wrongful or negligent act or omission by you. 11. TERMINATION. (a) You may terminate this Agreement upon Notice if we make changes to this Agreement or any of the Paraleap Technologies Policies applicable to you, or at any other time with 30 days Notice delivered to Paraleap Technologies. If you do not terminate upon our providing Notice of such changes, you agree to be bound by such changes. Further, you agree to monitor our website, including the current version of this Agreement available on our website, to be aware of any such revisions. You may terminate this Agreement for a material breach by us if such breach has not been cured within ten (10) days of receipt of Notice by us. (b) We may terminate this Agreement at our convenience with Notice to you. Unless we specify otherwise in writing, you will not receive any refund for payments already made by you as of the date of termination, and, you may incur additional fees. If termination of this Agreement is due to your default hereunder, you will bear all costs of such termination, including any reasonable costs Paraleap Technologies incurs in closing your account. You agree to pay any and all costs incurred by Paraleap Technologies in enforcing your compliance with this Section and the other terms of this Agreement (including, without limitation, reasonable attorney’s fees). Upon termination, you will destroy any copy of the materials licensed to you hereunder and referenced herein. (c) In addition to the terms set forth herein, certain Services may have additional terms regarding termination, which are set forth in the applicable Schedule. If you purchase Services which are "bundled" together with other Services, any termination relating to such bundle will terminate all Services included in such bundle; provided, however, that we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to your paying the applicable fees, allow you to convert certain Services included in the bundled Services to stand alone Services. 12. REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (i) your registration and your use of the any of the Services will not directly or indirectly infringe or violate the rights of a third party, or violate any applicable laws and regulations; (ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, (iii) you are of legal age and authorized to enter into this Agreement and to use the credit card or other payment method used in the purchase of the Services; (iv) your use of the Services are for your internal business purposes only, and (v) you not a citizen of any of the Office of Foreign Assets Control restricted countries. 13. TECHNICAL SUPPORT. Paraleap Technologies will make available customer support and technical support regarding the Services as identified on the Paraleap Technologies website, or purchased with respect to the Services. 14. OTHER POLICIES. In addition to the terms and conditions set forth in this Agreement, incorporated by reference into this Agreement are: (i) the Paraleap Technologies privacy policy, (the “Paraleap Technologies Personal Information Privacy Policy”), (ii) the Paraleap Technologies acceptable usage policy, (the Paraleap Technologies Acceptable Use Policy”), (iii) the Paraleap Technologies terms and conditions, (the “Paraleap Technologies Website Terms and Conditions of Use”, and (iv) the Schedules for particular Services ((i) through (iv), collectively, the “Paraleap Technologies Policies”) located on our website. In making a purchase of the Services, you agree to the terms set forth in the Paraleap Technologies Policies. Paraleap Technologies reserves the right to make changes to, and you agree to monitor the Paraleap Technologies Policies to be aware of any such revisions. By continuing the Services after revisions to the Paraleap Technologies Policies become effective, you agree to these revisions. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement. 15. RIGHT OF REFUSAL. Paraleap Technologies expressly reserves the right, in its sole discretion, to reject, refuse, deny or cancel any of the purchase of the Services for any reason, whatsoever. The failure of Paraleap Technologies, at any time or from time to time, to require you to perform your obligations hereunder will not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach will not be construed as a waiver of any rights arising out of any prior or subsequent breach. 16. NOTICES AND ANNOUNCEMENTS. (a) Except as expressly provided otherwise herein, all notices to Paraleap Technologies must be in writing, delivered by email sent to the administrative contact address provided on the Paraleap Technologies website or via overnight courier or certified mail, return receipt requested to Paraleap Technologies LLC., Attention: Legal Department, P.O. Box 471, Arlington Heights, IL 60006. (b) All notices to you will be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to this Agreement) or posted on the Paraleap Technologies website. (c) You authorize us to contact you as our customer via telephone, e-mail or postal mail regarding information that we deem is of potential interest to you, unless you opt-out in accordance with the procedures set out in our website. Notices and announcements may include e-mails, telephone solicitations and other notices describing changes, upgrades, new products and services or other information. 17. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect. 18. ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt to transfer, assign or encumber your rights under this Agreement, including, without limitation, by attachment, levy, garnishment or otherwise, renders this Agreement terminable at our option. You agree not to sell, resell or otherwise exploit for any commercial purposes other than your internal business purposes any of the Services (or portion thereof) without the prior express written consent of Paraleap Technologies. 19. GOVERNING LAW. This Agreement will be construed in accordance with the laws of the State of Illinois, excluding its choice of law provisions. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party will be brought and determined in federal court located in the Cook County of Illinois (or, if such federal court lacks jurisdiction there over, in the Circuit Court for Cook County, Illinois), and all of the parties hereby irrevocably submit to the exclusive jurisdiction of the aforesaid courts, with regard to any such action or proceeding arising out of or relating to this Agreement. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. 20. INTERPRETATION OF THIS AGREEMENT. The parties desire that this Agreement be construed according to its terms, in plain English, without constructive presumptions against the drafting party, and without reference to the section headings. 21. INDEPENDENT PARTIES. Neither party nor their employees, consultants, contractors or agents are, by this Agreement constituted as agents, employees or joint ventures of the other party, and neither party has any authority to bind the other party by contract or otherwise to any obligation. Each party will ensure that the foregoing persons will not represent to the contrary, either expressly, implicitly, by appearance or otherwise. You acknowledge that no reseller has any rights to make any representation, warranty or commitment on behalf of Paraleap Technologies that is inconsistent with, or in addition to the terms of this Agreement. 22. EXPORT RESTRICTIONS AND COMPLIANCE WITH LAWS. You agree that you are prohibited by law from exporting to certain countries, and will to comply with all applicable export regulations if exporting to another country, including any applicable prohibition on exports to certain countries. You further agree to comply with, and you will be deemed to fully understand and be current on, the export and trade restrictions with certain foreign countries as regulated by the Office of Foreign Assets Control, and other applicable export laws. You agree to comply with all applicable laws in connection with your use of the Services, including, without limitation, those related to data privacy, and the use, security and storage of personal information. 23. FORCE MAJEURE. Paraleap Technologies will not be liable for any delay or failure of performance, and no delay or failure of performance will constitute a default or give rise to any liability for damages if such delay or failure is caused by causes beyond Paraleap Technologies’s control, including, without limitation, acts of God, war, terrorism, and civil disturbance. 24. SURVIVAL. Provisions of this Agreement which by their nature are intended to survive termination of this Agreement will survive any termination of this Agreement, including but not limited to Sections 1, 4, 5, 6, 7, 8, 9, 10, 11(b), 12 and 16 through 24 of this Agreement. How to Contact Us If you have any questions about our Acceptable Use Policy or your dealings with our Website, you may contact us: Phone: 312-554-5327 Email: legal@paraleap.com P.O. Box 471 Arlington Heights, IL 60006 Please be advised that, if you contact us, Paraleap Technologies may use the personal information you provide in the ways Paraleap Technologies has described in our Privacy Policy contained herein. If you experience technical problems with the service or website you may contact us via email at support@paraleap.com