ARSENAL INC. TERMS OF SERVICE:

These Arsenal Inc. Terms of Service (this Agreement) are entered into by Arsenal Inc.. (Arsenal Inc.) and the entity executing this Agreement (You). This Agreement governs Your use of the standard Arsenal Inc. Purchase Order. BY CLICKING THE I ACCEPT BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE; BY FAXING OR EMAILING OR BY TELEPHONE YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. In consideration of the foregoing, the parties agree as follows:

  1. Definitions.

Account refers to the billing account for the Service. All Profiles linked to a single Property will have their Hits aggregated before determining the charge for the Service for that Property.

Confidential Information includes any proprietary data and any other information disclosed by one party to the other in writing and marked confidential or disclosed orally and, within five business days, reduced to writing and marked confidential. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving partys possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

Documentation means any accompanying documentation made available to You by Arsenal Inc. for use with the Processing Software, including any documentation available online.

  1. Fees and Service.

Subject to Section 15, the Service is provided with charge and is not refundable. All sales are final as when we take your payment information the phase of licensing and acquiring the data and information you are requesting will be considered licensed and thus are binding. Arsenal Inc. may change its fees and payment policies for the Service from time to time including the addition of costs for geographic data, the importing of cost data from search engines, or other fees charged to Arsenal Inc. or its wholly-owned subsidiaries by third party vendors for the inclusion of data in the Service reports. The changes to the fees or payment policies are effective upon Your acceptance of those changes which will be posted at Arsenal Inc. Leadslegal.com. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys fees) incurred by Arsenal Inc. will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your account and previous commitments and orders.

  1. Member Account, Password, and Security.

To register for the Service, You must complete the registration process by providing Arsenal Inc. with current, complete and accurate information as prompted by the registration form, including Your e-mail address. Arsenal Inc.s (or its wholly-owned subsidiaries) support staff may, from time to time, log in to the Service under Your customer password, if one exists,  in order to maintain or improve service, including to provide You assistance with technical or billing issues.

  1. Nonexclusive License.

Subject to the terms and conditions of this Agreement, (a) Arsenal Inc. grants You a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use solely as necessary for You to use the Service on Your Properties or Third Partys Properties. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software, Data or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software of Data, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software or Data, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or Data or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software or the Data; or (vi) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports. You will comply with all applicable laws and regulations in your use of and access to the Documentation, Software, Service, Data and Reports.

  1. Confidentiality.

Neither party will use or disclose the other partys Confidential Information without the others prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide fax certification of such to 267.295.1083

  1. Information Rights and Publicity.

Arsenal Inc. and its wholly owned subsidiaries may retain and use, subject to the terms of its privacy policy (located herein and at Arsenal Inc.legal.com) information collected in Your use of the Service. Arsenal Inc. may share Your Customer Data or any Third Partys Customer Data with any third parties unless Google (i) has Your non-consent for any Customer Data or any Third Partys non-consent for the Third Partys Customer Data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of Arsenal Inc., its users or the public; or (iii) provides Customer Data in certain limited circumstances to third parties to carry out tasks on Arsenal Inc.’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Arsenal Inc.. When this is done, it is subject to agreements that oblige those parties to process Customer Data only on Arsenal Inc.s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

  1. Privacy.

You will not (and will not allow any third party to) use the Service or Data to track, collect or upload any data that personally identifies an individual (such as a name, email address or billing information), or other data which can be reasonably linked to such information by Arsenal Inc.. You will have and abide by an appropriate Privacy Policy and will comply with all applicable laws and regulations relating to the collection of information from your Visitors. You must post a Privacy Policy and that Privacy Policy must provide notice of Your use of cookies that are used to collect traffic data, and You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service or Data requirements.

  1. Indemnification.

To the extent permitted by applicable law, You will indemnify, hold harmless and defend Arsenal Inc. and its wholly owned subsidiaries, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against Arsenal Inc. or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys fees and other litigation expenses) incurred by Arsenal Inc. or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service or Data, (iii) Your violations of applicable laws, rules or regulations in connection with the Service or Data, (iv) any representations and warranties made by You concerning any aspect of the Service or Data, the Software or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service or Data, the Software or Reports; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Reports. Arsenal Inc. will provide You with written notice of any claim, suit or action from which You must indemnify Arsenal Inc.. You will cooperate as fully as reasonably required in the defense of any claim. Arsenal Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

  1. Third Parties.

If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Arsenal Inc. to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Arsenal Inc. may share with the Third Party any Customer Data that is specific to the Third Partys Properties, and (c) You will not disclose Third Partys Customer Data to any other party without the Third Partys consent.

  1. DISCLAIMER OF WARRANTIES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, ARSENAL INC. MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

  1. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARSENAL INC. WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE ARSENAL INC. OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. ARSENAL INC.S (AND ITS WHOLLY OWNED SUBSIDIARIES TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $25 (USD).

  1. Proprietary Rights Notice.

The Service or Data, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of Arsenal Inc. (and its wholly owned subsidiaries). All rights in and to the Software and Data not expressly granted to You in this Agreement are reserved and retained by Arsenal Inc. and its licensors without restriction, including, Arsenal Inc.s (and its wholly owned subsidiaries) right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service, Data, or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or Data or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Arsenal Inc.; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Arsenal Inc. (or its wholly owned subsidiaries) other than in the name of Arsenal Inc. (or its wholly owned subsidiaries, as the case may be); or (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

  1. U.S. Government Rights.

If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Governments rights in the Software or Data, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

  1. Term and Termination.

Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Arsenal Inc. will stop providing, and You will stop accessing the Service or Data; and You will delete all copies of the Service and Data from all Properties and certify thereto by faxing to Arsenal Inc. within 3 business days of such termination at 267.295.1083. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service or Data rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full.

  1. Modifications to Terms of Service and Other Policies.

Arsenal Inc. may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service or Data. You should look at the terms regularly. Arsenal Inc. will post notice of modifications to these terms at Arsenal Inc.legal.com or policies referenced in these terms at the applicable URL for such policies. If You do not agree to the modified terms for the Service, You should not go into agreement with your request. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Arsenal Inc., (ii) You accept that any modified or updated terms that may appear on a Purchase order are considered null and void unless signed by an authorized representative of Arsenal Inc. or (iii) You continue to use the Service or Data after Arsenal Inc. has posted updates to the Agreement or to any policy governing the Service. Any requested revision of Service or Data requested by You will be considered binding to paying 75 percent of your original contracted amount within the same year of your P/O Date plus the additional cost of the Data and Service.

  1. Miscellaneous, Applicable Law and Venue.

Arsenal Inc. will be excused from performance in this Agreement to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between You and Arsenal Inc. concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by and construed under the laws of the state of South Dakota without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and South Dakota law, rules, and regulations, South Dakota law, rules and regulations will prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in South Dakota. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may be not be exported to or used by embargoed countries or individuals. Any notices to Arsenal Inc. must be sent to: 267.295.1083, with a copy to Legal Department, via fax. You may not assign or otherwise transfer any of Your rights in this Agreement without Arsenal Inc.s prior written consent, and any such attempt is void. The relationship between Arsenal Inc. and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 4, 5, 6 (except the last two sentences), 7, 8, 9, 10, 11, 12, 14, and 16.

Commercial Terms of Sale:

Unless otherwise agreed to by Arsenal Inc. in writing, the Commercial Terms of Sale apply to direct commercial purchasers (including Small, Medium and Large Business, and Government and Public sector customers) of Arsenal Inc. data, hardware, software and services and commercial end-users who purchase through a reseller. By placing your order, you accept and are bound to the Commercial Terms of Sale and all other terms herein.

  1. Your Relationship with Arsenal Inc..
  2. Introduction. Arsenal Inc.s sale of Products, Software, and Services as well as its performance of Services and your use of the Software are subject to the terms of this agreement between you (you or Customer) and Arsenal Inc. (the Agreement). Arsenal Inc. means Arsenal Inc., on behalf of itself and its suppliers and licensors, or the entity identified on your order confirmation, invoice or other form of purchase document entered into by you at the time you purchased the Products, Software or Services. Customer shall include any of your affiliates that places a Arsenal Inc. order, and Arsenal Inc. shall include any Arsenal Inc. affiliates with which such an order is placed. Purchases of Products, Software or Services under this Agreement shall be solely for Customers own internal use and not for resale purposes. In instances where Customer purchases through a reseller or distributor, final prices and terms and conditions of sale will be as agreed between Customer and the third party from which Customer makes such purchases; however, the terms set forth herein are applicable to your use of Arsenal Inc. Software, Arsenal Inc. Data and the performance of Arsenal Inc. Services.
  3. Definitions. Products means Data and any other products provided hereunder. Services means any and all services provided by Arsenal Inc. as described in one or more Service Agreements. Software means any software, data, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by Arsenal Inc. to you. Software includes software locally installed on your systems and software accessed by you through the internet or other remote means (such as websites, portals and cloud-based solutions), including but not limited to any files of data that are emailed or obtained by you. Deliverables means the tangible and intangible materials, including reports, data, studies, base cases, drawings, findings, manuals, procedures and recommendations prepared by Arsenal Inc. or its suppliers, licensors or subcontractors in the course of performing the Services. Materials means all content and other items included with or as part of the Products, Services, Software, Data or Deliverables, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, music, sounds and software. Third-Party Products means any non-Arsenal Inc.-branded products, software, data or services.
  4. Additional Agreements. This Agreement, together with the Service Agreements (as defined below), form a legally binding contract between you and Arsenal Inc. in relation to your purchase and use of Products, Data, and Software, and Arsenal Inc.s performance of Services. In the event of a conflict between these agreements.
  5. Quotes, Ordering and Payment.
  6. Payment Terms; Orders; Quotes; Interest. Your order is subject to acceptance or cancellation by Arsenal Inc., in Arsenal Inc.s sole discretion. Terms of payment are within Arsenal Inc.s sole discretion, and unless otherwise agreed to by Arsenal Inc., payment must be received by Arsenal Inc. prior to Arsenal Inc.s acceptance of an order. Each accepted order will be interpreted as a single Agreement, independent of any other orders. Payment for Products, Software, Data and Services must be made by credit card, automated clearing house, wire transfer, electronic funds transfer or some other prearranged payment method unless credit terms have been agreed to by Arsenal Inc.. Payment to Arsenal Inc. in respect of Products, Software, Data and Services, as applicable, shall be made to the account indicated by Arsenal Inc. (as may be amended from time to time). Orders for Third-Party Products are subject to availability and are cancellable by Arsenal Inc.. Orders for Third-Party Products are noncancellable by Customer. If Customer purchases a multiyear, multi use, Software or Data license and related support and/or maintenance, and Arsenal Inc. and the Customer (and, if applicable, the third-party licensor of the software) will not agree to annualize the Customers purchase over the term of the license, Customer shall make all annual payments in full and such purchase is noncancellable over the term of the license. Timely payment of the price and all charges is of the essence. It is the responsibility of Customer to ensure payments are authorized and approved on time to ensure receipt of payment no later than the due date; in no case shall Arsenal Inc. be responsible for ensuring such authorization or approval. Any assignment by Customer of its purchase order to a third-party financing company (other than Arsenal Inc.) must be approved in advance in writing by Arsenal Inc., and in no case shall any such approval excuse Customer from its obligations hereunder. Arsenal Inc. reserves the right to charge you a late penalty of 29% per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late penalties will be recalculated every 30 days; thereafter, based on your current outstanding balance. In addition, Arsenal Inc., without waiving any other rights or remedies to which it may be entitled, shall have the right to suspend or terminate any or all Services and refuse additional orders for Products or Software from Customer until Arsenal Inc.s receipt of all overdue amounts. Arsenal Inc. shall have no liability to Customer for any such suspension or termination of services or for its refusal of additional orders. Arsenal Inc. further reserves the right to seek collection of all overdue amounts (including by referral to third party collectors), plus all reasonable legal fees (including reasonable attorneys fees) and costs associated with such collection. Customer shall place all orders in the country where the Products and Software and Data are to be shipped or emailed and where Services are to be performed, and payment of the corresponding price and costs shall be made in the currency identified by Arsenal Inc. in its invoice. Additional charges will apply if Customer requests Services that are performed outside of contracted hours or are beyond the normal coverage for the particular Service, such as customized invoicing, consolidated invoicing and statements. Arsenal Inc. reserves the right to change the method of delivery of all documentation, and any additional changes requested by Customer may be subject to additional charges.
  7. Invoices. Invoices are due and payable within the time period noted on your purchase order, or if not noted, then within 30 days, measured from the date of the invoice, subject to continuing credit approval by Arsenal Inc., such approval may be revoked without further notice from Arsenal Inc.. Arsenal Inc. may invoice parts of an order separately or may invoice purchases of the Products, Software, Data and Services in one invoice to Customer. Unless you and Arsenal Inc. have agreed to a different discount structure, Arsenal Inc.s standard pricing policy for Arsenal Inc.-branded systems that include Products, Software, Data, and Services in one discounted price, allocates the discount off list price applicable to the Services portion of the system to be equal to the overall percentage discount off of the list price of the entire system. Arsenal Inc. is not responsible for pricing, typographical or other errors in any offer, and reserves the right to cancel orders arising from such errors. Customer agrees that all invoices shall be deemed accurate unless Customer advises Arsenal Inc. by fax of a bona fide, material error within one (1) day of the date of such invoice. In the event that Customer advises Arsenal Inc. of a material error, (i) payment of any amounts corrected or modified by Arsenal Inc. in writing shall be due within ninety (90) days of such correction, and (ii) all other amounts shall be paid by Customer by the invoice due date. In the event Customer withholds payment of any invoiced amounts upon an assertion by Customer that such amounts are erroneous, and Arsenal Inc. subsequently concludes that such invoiced amounts are accurate, Customer shall pay interest on such amounts as described above from the due date for such amounts until Arsenal Inc.s receipt of those amounts. In no case shall Customer be entitled to offset, defer or deduct any invoiced amounts that Arsenal Inc. determines are not erroneous following the notification process set forth above.

III. Shipping Charges; Title; Risk of Loss. Taxes, shipping, fulfillment and handling charges are not included in Product prices unless expressly indicated at the time of sale.

  1. Taxes. Unless you provide Arsenal Inc. with a valid and accurate tax-exemption certificate applicable to your Product purchase and ship-to location, you are responsible for sales tax and any other taxes or governmental fees associated with your order. Customer may qualify for tax exemptions from time to time in which case Arsenal Inc. requests that Customer provide it with a valid certificate of exemption or other appropriate documentary proof of exemption. The charges stated in the order or any invoice shall be inclusive of all duties, levies or any similar charges and shall exclude VAT or equivalent sales or use tax. Unless otherwise specified in writing by Arsenal Inc., Customer shall pay all freight, insurance and taxes (including but not limited to import or export duties, sales, use, value add and excise taxes). Arsenal Inc. shall provide Customer with a valid invoice in accordance with VAT or other applicable law. In the event that Customer is required by law to make a withholding or deduction in respect of the price payable to Arsenal Inc., Customer will make the relevant payments to Arsenal Inc. net of the required withholding or deduction. Customer will supply to Arsenal Inc. evidence (e.g. official withholding tax receipts), to the reasonable satisfaction of Arsenal Inc., that Customer has accounted to the relevant authority for the sum withheld or deducted. If such evidence is not provided to Arsenal Inc. within 5 days of remittance to the applicable tax authority, Arsenal Inc. will impose a penalty payment on Customer, and Customer will be liable for such penalty, in the amount of the withholding imposed on that particular transaction.
  2. Prices. The prices charged for Products, Software, Data, and Services purchased under this Agreement shall be the amounts set forth on Arsenal Inc.s website or other quotation or as provided by the applicable invoice or Service Agreements relating to such Software or Services or Data. Quoted prices will remain in effect only until the expiration date of the quote or Arsenal Inc.s acceptance of your order, and such prices are subject to shortages in materials or resources, increases in the cost of manufacturing or other factors.
  3. Changed or Discontinued Products, Software or Services. Arsenal Inc.s policy is one of ongoing update and revision. You may visit Arsenal Inc.legal.com. Arsenal Inc. may revise or discontinue Product, Software or Services or Data offerings at any time without prior notice to Customer.

VII. Returns and Exchanges. Arsenal Inc.’s Data Products are final upon order request and non-cancellable once payment has been processed. Arsenal Inc. will not be responsible for any loss, damage, or modification of a Product or Data, or processing of a Product for disposal or resale.

  1. Service Agreements.

Arsenal Inc. may provide Services, Software or Deliverables to you in accordance with one or more Service Agreements.Service Agreements are service contracts, including Service Descriptions available at www.Arsenal Inc.legal.com

  1. Term; Auto-Renewal; Termination.
  2. Term; Auto-Renewal. This Agreement commences on the date you place your order and continues until all Services and Software licenses and applicable Product warranties have expired or been terminated. Each Service and license to Software or Data will continue for the term stated in the Service Agreement or the Software license, unless otherwise terminated. Arsenal Inc. may, at its option, propose to renew the Service and the Software or Data license by sending you an invoice or, subject to prior notification, continuing to perform the Service or make the Software available to you. You may (where permitted by law) agree to such renewal of the Service and Software license by paying such invoice by its due date or by continuing to order Services or use the Software.
  3. Termination of Services and Software License. Either party may terminate an individual Service Agreement if the other party commits a material breach of such agreement and the breach is not cured within 90 days of faxed notice to 267.295.1083from the injured party except Arsenal Inc. may immediately terminate a Service Agreement if you fail to make payment for the Services when due. Termination of any or all Service Agreements will not terminate this Agreement. Unless renewed in accordance with this Agreement, this Agreement will terminate automatically upon the expiration of the agreed term of Services and Software license. Arsenal Inc. may terminate this Agreement immediately, including prior to the expiration of the term of Services or Software license, if (1) you fail to make any payment when due; (2) you are acquired by or merge with a competitor of Arsenal Inc.; (3) you declare bankruptcy or are adjudicated bankrupt; or (4) a receiver or trustee is appointed for you or substantially all of your assets. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.
  4. Proprietary Rights.

All right, title and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets and trade dress) embodied in the Software, Products, Data and Materials, as well as the methods by which the Services are performed and the processes that make up the Services, shall belong solely and exclusively to Arsenal Inc. or the applicable suppliers or licensors, and you shall have no rights whatsoever in any of the above, except as expressly granted in this Agreement. The Software, Data, Products and Materials are protected pursuant to copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Software and Materials, in whole or in part.

  1. Deliverables.

Arsenal Inc. and its applicable suppliers or licensors will retain exclusive ownership of all Deliverables, and will own all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation and techniques associated with such Deliverables. Subject to payment in full for the applicable Services, Arsenal Inc. grants you a non-exclusive, non-transferable, royalty-free right, unless otherwise noted to use the Deliverables solely in the country or countries in which you do business, solely for your internal use, and solely as necessary for you to enjoy the benefit of the Services as stated in the applicable Service Agreements.

  1. Suspension or Modification of Software or Services or Data.

Arsenal Inc. may suspend, terminate, withdraw or discontinue all or part of the Services or your access or one or more users access to the Software (and third-party software) upon receipt of a subpoena or law-enforcement request, or when Arsenal Inc. believes, in its sole discretion, that you (or your users) have breached any term of this Agreement or an applicable Service Agreement or are involved in any fraudulent, misleading or illegal activities.

With respect to Software or Data provided or otherwise made available to you by Arsenal Inc. in connection with Services, it may be necessary for Arsenal Inc. to perform scheduled or unscheduled repairs or maintenance or remotely patch or upgrade the software or data, which may temporarily degrade the quality of the Services or result in  partial or complete outage of the Software or Data. Arsenal Inc. provides no assurance that you will receive advance notification of such activities or that the Software or Data or Services will be uninterrupted or error-free. Unless otherwise agreed to in writing between you and Arsenal Inc., any degradation or interruption in the Software or Services shall not give rise to a refund or credit of any fees paid by you.

YOU AGREE THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE SOFTWARE, INCLUDING TELEPHONE, COMPUTER NETWORKS, DATA, AND THE INTERNET, OR TO TRANSMIT INFORMATION, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE SOFTWARE. Arsenal Inc. SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS TO OR USE OF THE SOFTWARE.

  1. Support Services.
  2. Your Responsibilities. When Services consist of repair of Arsenal Inc.-branded data systems, such Services shall be those repair services that are necessary to fix a defect in materials or workmanship of a system or any standard system component covered by this Agreement. Preventive maintenance is not included. Repairs necessitated by software or data problems, or as a result of alteration, adjustment or repair by anyone other than Arsenal Inc. (or its representatives) are not included. Unless otherwise expressly provided in a Service Agreement, Services do not include repair of any system or system component that has been damaged as a result of (1) accident, misuse or abuse of the system or component (such as use of incorrect applications or programs, or failure to follow operating instructions) by anyone other than Arsenal Inc. (or its representatives); (2) the moving of the system or data from one geographic location or entity to another; or (3) an act of nature such as lightning, flooding, tornado, earthquake or hurricane.
  3. Customer Authorization for Provision of Services. Some warranties or service-contracts for Third-Party Products may become void if Arsenal Inc. or anyone other than an authorized service provider provides services for or works on such software or data provided to you. Arsenal Inc. DOES NOT TAKE RESPONSIBILITY FOR ANY EFFECT THAT THE Arsenal Inc. SERVICES OR DATA.

You authorize Arsenal Inc. to use or otherwise access any and all Customer-provided Third-Party Products as necessary or as requested by Customer in Arsenal Inc.s performance of the Services or data. You shall defend, indemnify and hold Arsenal Inc. harmless from any third-party claim or action arising out of your failure to provide such authorization (such as obtain appropriate licenses, intellectual-property rights or any other permissions, regulatory certifications or approvals associated with technology, software, data or other components.

  1. Software and Data.
  2. Accompanying License. Software and Data is subject to the separate software and data license agreements accompanying the software and data, if applicable. Customer agrees that Customer will be bound by such license agreement.
  3. Software and Data License from Arsenal Inc.. With respect to Software and Data provided or otherwise made available to you by Arsenal Inc. in connection with the Services, if no license terms accompany the Software or