These Terms of Use (“Terms”) for the website(s) of Avasant, LLC and its affiliated entities (“we”, “our”, “us”, or the “Company”) that link to these Terms (hereinafter the “Site(s)”) govern the relationship between you and the Company in connection with the Site(s). By accessing or using the Site(s), you agree to these Terms and the Privacy Policy (which policy is incorporated herein by reference). The Site(s) are offered and available to users who are 18 years of age or older. By using the Site(s), you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, and do not agree to the Terms and the Privacy Policy, you must not access or use the Site(s). Amendments We reserve the right to update the Terms from time to time. Updated terms will become effective and binding upon posting. Products & Services Avasant offers various products, services and solutions through the Site(s) (collectively, the “Products”). Use of each such Product will be further subject to the applicable End User License Agreement (“EULA”). By accessing and using such Products, you agree to comply with the applicable EULA for each such Product. Privacy Policy All information collected through the Site(s) is subject to our Privacy Policy. By using the Site(s), you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. The Privacy Policy is hereby incorporated and made subject to these Terms. Except as expressly set forth herein, in the event of a conflict between these Terms and the Privacy Policy, and except as required under applicable law, these Terms shall control. Company reserves the right to make changes to the Privacy Policy in its discretion, or as required by applicable law, and such changes shall be immediately applicable to you once published. Content Downloaded from Site(s) All content on the Site(s) (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, articles, research papers, interfaces, code and software, as well as the selection and arrangement thereof), is the exclusive property of and is owned by the Company (or its licensors and is protected by copyright, trademark and other applicable laws. You may access, copy, download and print the material contained on the Site(s) for your personal and non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary notice that appears on the material you access, copy, download or print. Any other use of content on the Site(s), including but not limited to the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Site(s), or use of the Site(s) for purposes competitive to Company, is expressly prohibited. Restrictions You agree to abide by all additional restrictions displayed on the Site(s) as they may be updated from time to time. Company reserves the right to refuse or cancel any person’s registration for the Site(s), remove any person from the Site(s) or prohibit any person from using the Site(s) for any reason whatsoever. Company, or its subsidiaries or their licensors or content providers, retain full and complete title to the material provided on the Site(s), including all associated intellectual property rights, and provide this material to you under a license that is revocable at any time in Company’s sole discretion. Company neither warrants nor represents that your use of materials on the Site(s) will not infringe rights of third parties not affiliated with Company. You may not use contact information provided on the Site(s) for unauthorized purposes, such as marketing or unapproved or prohibited commercial uses. You may not use any hardware or software intended to damage or interfere with the proper working of the Site(s) or to surreptitiously intercept any system, data or personal information from the Site(s). You agree not to interrupt or attempt to interrupt the operation of the Site(s) in any way. Company reserves the right, in its sole discretion, to limit or terminate your access to or use of the Site(s) at any time without notice. Termination of your access or use will not waive Material Provided for General Information Only The material on the Site(s) is provided for general information only,  and should not be relied upon or used as the sole basis for making decisions without consulting primary and other sources of information. Any reliance on the material on the Site(s) is at your own risk. Company is not responsible if information made available on the Site(s) is not accurate, complete or current. Submitted Content You acknowledge that you are responsible for any material you may submit via the Site(s), including the legality, reliability, appropriateness, originality and copyright of any such material. User content (e.g., blog posts, emails, videos, graphic content) must in their entirety comply with all applicable federal, state, local and international laws and regulations. Additional content rules for user content include the following (collectively, “Content Standards”). These rules may be updated from time to time and posted on this Site(s). You may not upload to, distribute or otherwise publish through the Site(s) any content that: (1) is false, obscene, fraudulent, libelous, defamatory, abusive, indecent, offensive, harassing, threatening violent, or hateful; (2) promotes or contains sexually explicit or pornographic material, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (3) is confidential, proprietary, invasive of privacy or publicity rights, or infringing on patents, trademarks, copyrights, trade secrets or other intellectual property rights, abusive, illegal or otherwise objectionable; (4) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; (5) involves commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or (6) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” Furthermore, you may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. License to Submitted Content To the extent that you submit content through the Site(s), you hereby grant to Company an nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content which you provide or make available through the Site(s). You represent and warrant that you own or otherwise control all the rights to the content you post; that the content is accurate; that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify Company for all claims resulting from content you supply. Monitoring and Enforcement; Termination. Company reserves the right to:

1. Remove or refuse to post any of your content for any or no reason in our sole discretion,
2. Take any action with respect to any user content that Company deems necessary or appropriate in our sole discretion, including if Company believes that such user content violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site(s) or the public or could create, in Company’s sole determination, liability for the Company,
3. Take appropriate legal action, including without limitation, referral to law enforcement, or respond in legal proceedings, for any illegal or unauthorized use of the Site(s),
4. Terminate or suspend your access to all or part of the Site(s) for any or no reason, including without limitation, any violation of these Terms, and
5. Without limiting the foregoing, Company has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site(s).

However, Company does not represent or warrant that it can review all material before it is posted on the Site(s) and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Company shall have no liability or responsibility to anyone for performance or nonperformance of the activities described herein. YOU HEREBY WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY OR ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH INVESTIGATIONS WITH RESPECT TO SUBMITTED CONTENT BY YOU OR USERS AUTHORIZED BY YOU. Third Party Sites Our Site(s) may provide links to other third party websites for your convenience and information. Those websites may be operated by companies not affiliated with the Company. Company shall have no responsibility for the content of any websites that linked from or to the Site(s), nor for any loss or damage that may arise from such use of third party websites. Company has no control over the contents of such sites or resources, and accepts no responsibility for them. If you decide to access any of the third party websites linked to the Site(s), you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Trademarks Trademarks, logos and service marks displayed on the Site(s) are registered and unregistered trademarks of Company, its subsidiaries, their licensors or content providers, or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. Nothing on the Site(s) should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Site(s) without the owner’s prior written permission. Company reserves all rights not expressly granted in and to the Site(s) and its content. Disclaimers

• You understand that Company cannot and does not guarantee, represent or warrant that the Site(s) will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE(S) OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE(S) OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO THE SITE(S).
• YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE(S). YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE(S) IS AT YOUR OWN RISK AND THAT A SIGNIFICANT PORTION OF THE SITE(S) ARE MADE AVAILABLE TO YOU AT NO CHARGE. YOUR USE OF THE SITE(S) IS AT YOUR SOLE RISK. THE SITE(S) ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE(S) OR ANY FEATURE OR PART THEREOF AT ANY TIME.
• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE(S) SHALL CREATE ANY WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR RELATING TO THE COURSE OF PERFORMANCE OR COURSE OF DEALING, AND ANY AND ALL WARRANTIES THAT MATERIALS, CONTENT, PRODUCTS, SERVICES, SOLUTIONS OR OTHER OFFERINGS ON (OR AVAILABLE THROUGH) THE SITE(S) ARE NONINFRINGING;THAT ACCESS TO THE SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE(S) WILL BE SECURE; THAT THE SITE(S) OR THE SERVERS THAT MAKES THE SITE(S) AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE(S) WILL BE COMPLETE, RELIABLE, ACCURATE OR TIMELY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE(S) SHALL CREATE ANY WARRANTY OF ANY KIND.

Limitation of Liability

• RECOGNIZING AND ACKNOWLEDGING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ITS SUBSIDIARIES, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE(S), OR ANY OTHER SITES YOU ACCESS THROUGH A LINK FROM THE SITE(S) OR FROM ANY ACTIONS COMPANY TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR THE DELAY OR INABILITY TO USE THE SITE(S), OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE(S), COMPANY’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THE SITE(S), OR OTHERWISE ARISING OUT OF THE USE OF THE SITE(S), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY, ITS SUBSIDIARIES, SUPPLIERS, OR OTHERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
• THIS FOREGOING LIMITATION APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORDS OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER COMPANY NOR ITS SUBSIDIARIES OR SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE(S). YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH COMPANY IS TO DISCONTINUE YOUR USE OF THE SITE(S). BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION ON DAMAGES AND EXCLUSIONS OF WARRANTIES DESCRIBED HEREIN MAY NOT APPLY TO YOU.

Indemnification You agree to indemnify, defend and hold harmless Company and its subsidiaries and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the Site(s) and any violation of these Terms. If you cause a technical disruption of the Site(s) or the systems transmitting the Site(s) to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Company reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Company in the defense of such matter.   Governing Law The laws of the State of California (exclusive of its conflicts of laws provisions) govern these Terms and your use of the Site(s), and, except as set forth in the Privacy Policy, you irrevocably consent to the jurisdiction of the courts located in Los Angeles County, California for any action arising out of or relating to these Terms. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE(S) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. Entire Agreement and Admissibility. These Terms and any policies or operating rules posted on the Site(s) constitute the entire agreement and understanding between you and Company with respect to the subject matter thereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to use of the Site(s) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Waiver and Severability No waiver of by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of this agreement is unlawful, void or unenforceable, the remaining provisions of these Terms will remain in place. Export Certain software or other materials (“Software”) that you may download from the Company Site(s) may be further subject to United States Export Controls. No Software from the Company Site(s) may be downloaded or exported contrary to any applicable export law, including but not limited to any applicable prohibitions against download or export as follows: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals. By downloading or using Software downloaded from the Company Site(s), you agree to abide by the applicable laws, rules and regulations — including, but not limited to the Export Administration Act and the Arms Export Control Act — and you represent and warrant that you will not transfer, by electronic transmission or otherwise, this Software to a foreign national or a foreign destination in violation of the law. Independent Contractors; No Agency Relationship. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended, nor shall anything herein be interpreted or construed to or create, either expressly or by implication, of these Terms. Contact Us All notices of copyright infringement claims should be sent to the copyright agent above. All other feedback, comments, requests for technical support and other communications relating to the Site(s) should be directed to: Avasant, LLC Attn: General Counsel 1960 E. Grand Ave., Ste. 1050 El Segundo, CA 90245 Email: info@avasant.com