MARKETPARTS.COM- TERMS OF SERVICE

The terms below are for billing.

This Marketparts Agreement (the “Agreement”) is entered into by and between Marketparts, a Swiss corporation, and the entity agreeing to these terms (“Customer”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. This Agreement governs Customer’s access to and use of the Services of the platform www.marketparts.com.

1. Services

1.1 Facilities and Data Transfer.

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Marketparts stores and processes its own information of a similar type. Marketparts has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services Marketparts may transfer, store and process Customer Data in France or any other country in which Marketparts or its agents maintain facilities. By using the Services Customer consents to this transfer, processing and storage of Customer Data.

1.2 Modifications

a. To the Services

Marketparts may make commercially reasonable changes to the Services from time to time. If Marketparts makes a material change to the Services Marketparts will inform Customer, provided that Customer has subscribed with Marketparts to be informed about such change.

b. To Terms of Service

Marketparts may make commercially reasonable changes to the Terms of Service from time to time. If Marketparts makes a material change to the Terms of Service, Marketparts will inform Customer by either sending an email to the Notification email Address or alerting Customer via the Marketparts account. If the change has a material adverse impact on Customer, and Customer does not agree to the change, Customer must so notify Marketparts via the Help Center within thirty days after receiving notice of the change. If Customer notifies Marketparts as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term for the affected Services. If the affected Services are renewed, they will be renewed under Marketparts’s then current URL Terms.

1.3 Customer Company Ownership.

Prior to providing the Services Marketparts may verify that Customer owns or controls the company claimed. If Customer does not own or control the company, then Marketparts will have no obligation to provide Customer with the Services.

2. Customer Obligations.

2.1 Compliance.

Customer will use the Services in accordance with the Terms of Use. Marketparts may make new applications features or functionality for the Services available from time to time the use of which may be contingent upon Customer's agreement to additional terms. In addition, Marketparts will make other Non-Marketparts Products (beyond the Services) available to Customer and its End Users in accordance with the Non-Marketparts Product Terms and the applicable product-specific Marketparts terms of service. If Customer does not desire to enable any of the Non-Marketparts Products, Customer can enable or disable them at any time through the Marketparts account.

2.2 Customer Administration of the Services.

Customer may specify one or more Administrators through the Marketparts account who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Marketparts’s responsibilities do not extend to the internal management or administration of the Services for Customer and that Marketparts is merely a data-processor.

2.3 End User Consent.

Customer's Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer's access, monitoring, use and disclosure of this data and Marketparts providing Customer with the ability to do so and (ii) Marketparts to provide the Services.

2.4 Unauthorized Use.

Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Marketparts of any unauthorized use of, or access to, the Services of which it becomes aware.

2.5 Restrictions on Use.

Unless Marketparts specifically agrees in writing' Customer will not, and will use commercially reasonable efforts to make sure a third party does not:

(a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement);

(b) attempt to reverse engineer the Services or any component;

(c) attempt to create a substitute or similar service through use of, or access to, the Services; or

(d) use the Services to store or transfer any Customer Data.

2.7 Third Party Requests.

Customer is responsible for responding to Third Party Requests. Marketparts will, to the extent allowed by law and by the terms of the Third Party Request:

(a) promptly notify Customer of its receipt of a Third Party Request;

(b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Marketparts only if it cannot reasonably obtain such information.

3. Fee and Payment.

3.1 Fee

Customer will be committed to purchasing the Services from Marketparts for a yearly term. This commitment of a fixed fee will automatically renew each year and Marketparts will bill Customers each year on the first business month following the previous year close. Should the Customer wish to terminate the services the Customer notifies Marketparts by any written notice either via mail or e-mail at least 90 days before the renewal of the subscription. Only registered subscribers can have access and have the opportunity to use the Platform in all its features.Subscribers must pay Fees to obtain and maintain their registration.Without confirmation of the registration (receipt) by the operator, the use of the platform ans access to its features is not possible.The allocation of a « login » (username and password) allowing full access to the features of the Platform only occurs after acceptance of the General Conditions by the Subscriber. : All payments due are in EUR unless otherwise indicated on the Order Page or invoice.

3.2 Delinquent Payments

Delinquent payments may bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Marketparts in collecting such delinquent amounts, except where such delinquent amounts are due to Marketparts’s billing inaccuracies.

3.3 Suspension for Non-Payment

Automatic Suspension: Customer will have thirty days (30) to pay Marketparts delinquent Fees. If Customer does not pay Marketparts delinquent Fees within ten days, Marketparts will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Marketparts all outstanding Fees. bIf Customer has an annual commitment to Marketparts for the Services, Marketparts will continue to charge Customer monthly Fees during Customer’s suspension for non-payment and Customer must pay all outstanding Fees in order to resume its use of the Services. c. Termination After Suspension: If Customer remains suspended for non-payment for more than sixty days, Marketparts may terminate Customer for breach pursuant to Section 11.

3.4 Taxes

Customer is responsible for any Taxes, and Customer will pay Marketparts for the Services without any reduction for Taxes. If Marketparts is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Marketparts with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Marketparts, Customer must provide Marketparts with an official tax receipt or other appropriate documentation to support such payments.

4. Technical Support Services

4.1 By Customer

Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Marketparts.

4.2 By Marketparts

If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Marketparts in accordance with the Terms Support Services Guidelines. Marketparts will provide Technical Support Services to Customer in accordance with the TSS Guidelines.

5. Suspension

5.1 Of End User Accounts by Marketparts

If Marketparts becomes aware of an End User's violation of the Agreement, then Marketparts may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Marketparts’s request to Suspend an End User Account, then Marketparts may do so. The duration of any Suspension by Marketparts will be until the applicable End User has cured the breach which caused the Suspension.

5.2 Emergency Security Issues

Notwithstanding the foregoing, if there is an Emergency Security Issue, then Marketparts may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Marketparts Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, Marketparts will provide Customer the reason for the Suspension as soon as is reasonably possible.

6. Confidential Information

6.1 Obligations

Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

6.2 Exceptions

Confidential Information does not include information that:

(a) the recipient of the Confidential Information already knew;

(b) becomes public through no fault of the recipient;

(c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

6.3 Required Disclosure

Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible:

(a) uses commercially reasonable efforts to notify the other party; and

(b) gives the other party the chance to challenge the disclosure.

7. Intellectual Property Rights; Brand Features

7.1 Intellectual Property Rights

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Marketparts owns all Intellectual Property Rights in the Services.

7.2 Display of Brand Features

Marketparts may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Marketparts may also display Marketparts Brand Features on the Service Pages to indicate that the Services are provided by Marketparts. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.

7.3 Brand Features Limitation

Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

8. Publicity

Customer agrees that Marketparts may include Customer's name or Brand Features in a list of Marketparts customers, online or in promotional materials. Customer also agrees that Marketparts may verbally reference Customer as a customer of the Marketparts products or services that are the subject of this Agreement. This section is subject to Section 7.3 (Brand Features Limitation).

9. Representations, Warranties and Disclaimers

9.1 Representations and Warranties

Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law).

9.2 Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON- INFRINGEMENT. Marketparts MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.

10. Term

10.1 Agreement Term

This Agreement will remain in effect for the Term.

10.2 Renewal

At the end of each Services Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional yearly Services Term. Customer can cancel their service at least 90 days before the beginning of the next yearly period. If Customer notifies Marketparts of its intention to cancel the service less than 90 days before the end of the current annual period, fees of the next yealy period are due. If Customer fails to address the written notice to the address contact@marketparts.com, fees of the next term are due.

11. Termination

11.1 Termination for Breach

Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

11.2 Effects of Termination

If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Marketparts will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time .

12. Indemnification

12.1 By Customer

Customer will indemnify, defend, and hold harmless Marketparts from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Acceptable Use Policy.

12.2 By Marketparts

Marketparts will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that Marketparts’s technology used to provide the Services or any Marketparts Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Marketparts have any obligations or liability under this Section arising from: (i) use of any Services or Marketparts Brand Features in a modified form or in combination with materials not furnished by Marketparts, and (ii) any content, information or data provided by Customer, End Users or other third parties.

12.3 Possible Infringement

a. Repair, Replace, or Modify:

If Marketparts reasonably believes the Services infringe a third party's Intellectual Property Rights, then Marketparts will:

(a) obtain the right for Customer, at Marketparts’s expense, to continue using the Services;

(b) provide a non-infringing functionally equivalent replacement; or

(c) modify the Services so that they no longer infringe.

b. Suspension or Termination:

If Marketparts does not believe the foregoing options are commercially reasonable, then Marketparts may suspend or terminate Customer's use of the impacted Services. If Marketparts terminates the impacted Services, then Marketparts will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.

12.4 General

The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that:

(a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and

(b) the other party may join in the defense with its own counsel at its own expense.

THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

13. Limitation of Liability

13.1 Limitation on Indirect Liability

NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability

NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO Marketparts HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations

These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.

14. Miscellaneous

14.1 Notices

Unless specified otherwise herein, all notices must be in writing or addressed by e-mail at the address contact@marketparts.com.

14.2 Assignment

Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if:

(a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

14.3 Change of Control

Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction):

(a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and

(b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

14.4 Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

14.5 No Waiver

Failure to enforce any provision of this Agreement will not constitute a waiver.

14.6 Severability

If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

14.7 No Agency

The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

14.8 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

14.9 Equitable Relief

Nothing in this Agreement will limit either party's ability to seek equitable relief.

14.10 Governing Law

This Agreement is governed by Switzerland law. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN GENEVA, SWITZERLAND.

14.11 Amendments

Any amendment must be in writing and expressly state that it is amending this Agreement.

14.12 Survival

The following sections will survive expiration or termination of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14, and 15.

14.13 Entire Agreement

This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.

14.14 Interpretation of Conflicting Terms

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Page, the Agreement, and the terms located at any URL. If Customer signs a physical agreement with Marketparts to receive the Services, the physical agreement will override this online Agreement.

14.15 Counterparts

The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

15. Definitions

Acceptable Use Policy - means the acceptable use policy for the Services available in the Terms of use or such other URL as Marketparts may provide.

Account Manager - means the Marketparts business person working with Customer regarding Customer's purchase of the Services.

Admin Account(s) - means the administrative account(s) provided to Customer by Marketparts for the purpose of administering the Services.

Marketparts account - means the online tool provided by Marketparts to Customer for use in reporting and certain other administration functions.

Administrators -  mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.

Ads - means online advertisements displayed by Marketparts to End Users.

Affiliate - means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Brand Features - means the trade names, trademarks, product photographs, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

Confidential Information  - means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer's Confidential Information.

Customer Data - means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

Customer Domain Names - mean the domain names owned or controlled by Customer, which will be used in connection with the Services and specified in the Order Page.

Emergency Security Issue - means either:

(a) Customer's use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customer's use of the Services; or (iii) the Marketparts network or servers used to provide the Services; or

(b) unauthorized third party access to the Services.

End Users - means the individuals Customer permits to use the Services. End User Account - means a Marketparts-hosted account established by Customer through the Services for an End User.

Fees - means the amounts invoiced to Customer by Marketparts for the Services as described in an Order Page.

Help Center - means the Marketparts help center.

High Risk Activities - means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

Initial Services Term - means the term for the applicable Services beginning on the Service Commencement Date and continuing for the duration set forth on the Order Page.

Intellectual Property Rights - means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

Non-Marketparts Products - means Marketparts products which are not part of the Services, but which may be accessed by End Users using their End User Account login and password.

Non-Marketparts Product Terms - means the terms of products which are not part of the Services Notification

E-mail Address - means the email address designated by Customer to receive email notifications from Marketparts. Customer may change this e-mail address through the Marketparts account.

Order Page - means the online order page Customer completes in signing up for the Services or attached to this Agreement, and which contains: (i) the Services being ordered; (ii) Fees; (iii) number of, and Initial Services Term for, End User Accounts; and (iv) the applicable form of payment. Service

Commencement Date - is the date upon which Marketparts makes the Services available to Customer, and will be within one week of Marketparts’s receipt of the completed Order Page, unless otherwise agreed by the parties.

Service Pages - mean the web pages displaying the Services to End Users.

Services Term - means the Initial Services Term and all renewal terms for the applicable Services.

SLA - means the Service Level Agreement

Suspend - means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

Taxes - means any duties, customs fees, or taxes (other than Marketparts’s income tax) associated with the sale of the Services, including any related penalties or interest.

Term - means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.

Third Party Request - means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

TSS - means the Technical Support Services provided by Marketparts to the Administrators during the Term pursuant to the TSS Guidelines.

TSS Guidelines - means Marketparts’s technical support services guidelines then in effect for the Services.

URL Terms - means the Terms of use, the SLA, and the TSS Guidelines.

16. Agreement

This Agreement, Terms of Service, and its Services and its ful content are accepted by checking the box online. If a Customer signs a physical agreement with Marketparts to receive the Services, the physical agreement will override this online Agreement.