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SUBSCRIPTION TERMS AND CONDITIONS

These Subscription Terms and Conditions, together with the Proposal (defined below) which is incorporated herein by reference (collectively, the “Agreement”), is a binding agreement by and between GloveBox Technologies, Inc., a Delaware corporation (“GloveBox”) and the party set forth on the Proposal (“Client”) and is effective as of the date set forth on the Proposal (the “Effective Date”). GloveBox and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

  1. Definitions. When used in this Agreement, the capitalized terms listed below shall have the following meanings:

    1. “AAA” means the American Arbitration Association.
    2. “Annual Fee” means Glovebox’s then-current fee for annual subscriptions, as set forth at gloveboxapp.com/agencypricing. If applicable, the Annual Fee as of the Effective Date is set forth on the Proposal.
    3. “Application” means the GloveBox software application licensed hereunder.
    4. “Arbitrator” shall have the meaning assigned to such term in Section 12(e)(ii) of this Agreement.
    5. “Client Content” means data, text, graphics, photographs and their selection and arrangement, and any other materials, including but not limited to Client Data, uploaded to the GBSaaS by Client to be shared with one or more other users of the GBSaaS.
    6. “Client Data” means all information, data, images and other media content, including but not limited to Private Information, that Client has collected, compiled and entered or caused to be entered into the GBSaaS.
    7. “Confidential Information” shall have the meaning assigned to such term in Section 10(b).
    8. “Consent of GloveBox” means the consent of GloveBox, which consent, unless otherwise specifically stated otherwise in a particular provision of this Agreement, may be withheld or conditioned upon such terms as GloveBox shall direct or require in its sole and absolute discretion.
    9. “Content” means all information including, but not limited to, screens, texts, web pages, or other materials appearing in and on websites of GloveBox or in the GBSaaS.
    10. “Data Center” means the facility or facilities utilized by GloveBox with hardware, software, telecommunications equipment, and related resources for the operation of the GBSaaS.
    11. “Dispute” means any dispute, controversy or claim (of any kind or type, whether based in contract, tort, statute, regulation or otherwise) arising out of, relating to or connected with this Agreement or the transactions contemplated hereby, including but not limited to any dispute, controversy, or claim concerning the existence, interpretation, performance, breach or termination of this Agreement, the relationship of the Parties arising out of this Agreement or the transactions contemplated hereby.
    12. “Effective Date” means the latest date of signing by Client or GloveBox to this Agreement.
    13. “End User” means an individual or entity that is a customer of Client and to whom Client grants access to the GBSaaS.
    14. “End User Data” means all information, data, images and other media content that an End User has entered or caused to be entered into such End User’s GBSaaS account.
    15. “Fee” means the Annual Fee or the Monthly Fee, as applicable to Client.
    16. “Force Majeure Event” means any event beyond the reasonable control of a Party, which shall include, without limitation, acts of God, fires, floods, earthquakes, wars, sabotage, civil unrest, terrorism, labor disputes, government laws, rules and regulations, whether valid or invalid, and shortages or inability to obtain material, equipment or transportation.
    17. “GBSaaS” means GloveBox software, programs, databases, and software applications in any form that relates to a centralized software application as an internet subscription service
    18. “GloveBox Proprietary Information” means the GBSaaS, together with all modifications, enhancements, copies, and derivative works, including all copyright rights, and all other intellectual property rights.
    19. “Indemnifying Party” shall have the meaning assigned to such term in Section 8 of this Agreement.
    20. “Monthly Fee” means GloveBox’s then-current fee for monthly subscriptions, as set forth at gloveboxapp.com/agencypricing. If applicable, the Monthly Fee as of the Effective Date is set forth on the Proposal.
    21. “Permitted Downtime” means periods where the GBSaaS may be unavailable to Client and End Users when GloveBox performs routine maintenance services, emergency maintenance, administrative maintenance or other related activities
    22. “Personal Information” means information that can or potentially can be used on its own or with other information to de-anonymize data or to identify, contact, or locate a single person
    23. “Privacy Policy” means the Privacy Policy of GloveBox, available at www.gloveboxapp.com/privacypolicy, as it may be modified and updated by GloveBox from time to time.
    24. “Private Information” means Personal Information of End Users.
    25. “Programming Error” means any program function that does not substantially conform to the specifications contained in this Agreement, other than modifications to GBSaaS caused by anyone other than GloveBox.
    26. “Proposal” means the online Agency Agreement form filled out and electronically signed by the Client.
    27. “Term” shall have the meaning assigned to such term in Section 6(a) of this Agreement.
    28. “Terms of Service” means the applicable Terms of Service implemented by GloveBox with respect to the use of the GBSaaS and available at www.gloveboxapp.com/termsofservice, as such Terms of Service may be modified and updated from time to time.
2. License.
    1. Grant of License. Subject to the restrictions, limitations, and conditions set forth in this Agreement and in the applicable Terms of Service, if any, GloveBox hereby grants to Client and End Users a limited, non-exclusive, non-transferable license to access and use the GBSaaS during the Term, including any enhancements, improvements, and derivative works created by GloveBox with respect to the GBSaaS. The scope of the license granted is limited to the internal use of Client and Client’s End Users. Nothing in this Agreement shall be deemed to prevent or restrict the ability GloveBox’s to provide the GBSaaS to third parties.
    2. Branding. GloveBox will provide Client with a GBSaaS interface with a “look and feel” that reflects Client’s branding, to Client’s reasonable satisfaction. The interface may include GloveBox brand features, including but not limited to “GloveBox,” “powered by GloveBox,” or similar logos.
    3. No Transfer/ No Deemed Transfer. Client may not assign, transfer, convey, encumber, sell, distribute, lease, rent, loan, hypothecate, pledge, sublicense, display, or otherwise dispose of the GBSaaS or access to or use of any part of the GBSaaS to any third party, including but not limited to, the disclosing, sharing, or distributing of any password to access the GBSaaS, without the prior written Consent by GloveBox. Notwithstanding any Consent by GloveBox hereunder, such consent shall not be deemed a waiver of any obligation or liability of Client hereunder or such consent shall in no way relieve Client of its obligations and duties hereunder. In addition, any Consent by GloveBox may be conditioned upon Client agreeing to guarantee the performance, obligations and duties of the proposed transferee here under and upon payment of the reasonable legal and administrative fees incurred by GloveBox in connection with such consent. In the absence of Consent by GloveBox, any such assignment, transfer, conveyance, encumbrance, sale, distribution, lease, rental, loan, hypothecation, pledge, sublicense, display, or other disposition shall be a breach of this Agreement and shall be void ab initio.
    4. Prohibition on Deemed Transfers. For purposes of this provision, any of the following shall be deemed a transfer of the GBSaaS:
      1. the sale, assignment, transfer or encumbrance of forty-nine percent (49%) or more of any interest in Client in any twelve (12) consecutive month period;
      2. any transfer which would cause a termination or technical termination of Client under any state or federal statute, including without limitation Internal Revenue Code of 1986, as amended from time to time;
      3. any event of reorganization, merger, consolidation, liquidation, dissolution or other plan of reorganization in which Client is a party;
      4. any event of reorganization, merger, consolidation, liquidation, dissolution or other plan of reorganization, including a reorganization under the Federal Bankruptcy Code or similar federal or state statute;
      5. the making by Client of an assignment for the benefit of creditors;
      6. the application or consent by Client to the appointment of a receiver, liquidator or trustee for Client or the GBSaaS; or
      7. the levying of a writ of execution or attachment on or against the Client’s assets.
    5. Client Obligation to Protect GBSaaS.
      1. Sole Use. Client and End Users may use the GBSaaS solely as authorized by this Agreement. All use of the GBSaaS by Client and its End Users is subject to the Terms of Service.
      2. Client Protection Obligation. Client shall take all reasonable steps to protect the GBSaaS from any unauthorized access or use of the GBSaaS. Client shall not, and Client shall not allow any End User or other third party, to:
        1. create programs that perform the same functions as the GBSaaS or that are based, in whole or in part, on the GBSaaS;
        2. modify, adapt, create derivative works based on, translate, reverse-engineer, reverse-compile, or otherwise disassemble the GBSaaS or the underlying software;
        3. alter, change, or remove any proprietary notices, labels, or identifications, including but not limited to any copyright or trademark notices from the GBSaaS; or
        4. disclose, provide, or otherwise make available trade secrets contained within the GBSaaS in any form to any third party without the prior written Consent of GloveBox.

                            iii. Notification of Unauthorized Use/False Information. Client shall notify GloveBox immediately of any unauthorized use or any other known or suspected breach of security and use reasonable
efforts to stop any such unauthorized use or breach of security that is known or suspected by Client. Client will not provide false identity information to gain access to or use the GBSaaS.

                  f. Additional Claims. Client is not authorized to and shall not make any representations or warranties or unauthorized claims about the GBSaaS to End Users or any other third party.

 3. Communications; Client Content.
    1. Communication Features. The GBSaaS may include communication channels such as forums, communities, or chat areas (“Communication Channels”) that allow Client to communicate with Client’s End Users and other users of the GBSaaS. Client may use the Communication Channels to send messages to Client’s End Users and other users of the GBSaaS. Client agrees that Client’s use of the Communication Channels will not include sending unsolicited marketing messages or broadcasts (i.e., spam) other than marketing messages approved by GloveBox.
    2. Client Content. Client represents and warrants that Client owns the rights to Client Content, including the right to grant all of the rights and licenses in this Agreement without GloveBox incurring any third party obligations or liability arising out of its exercise of such rights and licenses. All Client Content is Client’s sole responsibility and GloveBox is not responsible for any material that Client uploads, posts, or otherwise makes available. By uploading, distributing, transmitting or otherwise using Client Content with the GBSaaS, Client grants to GloveBox a perpetual, nonexclusive, transferable, royalty-free, sublicensable, and worldwide license to use, host, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Client Content in connection with operating and providing the Service. By using the GBSaaS, Client acknowledges and accepts that Client may be exposed to offensive or objectionable material. Client agrees that GloveBox will not under any circumstances be liable for any user content, including, but not limited to, errors in any user content, or any loss or damage incurred by use of user content. GloveBox reserves the right to remove and permanently delete Client Content from the GBSaaS with or without notice for any reason or no reason. Client may notify GBSaaS of any user content that Client believes violates these Terms, or other inappropriate user behavior, by emailing heythere@gloveboxapp.com.
    3. Rules of Conduct and Usage. GloveBox has no obligation to monitor the Communication Channels, but it may do so in connection with providing the GBSaaS. GloveBox may also terminate or suspend Client’s or any other user’s access to Communication Channels at any time, without notice, for any reason. Client acknowledges that any user content (including without limitation chats, postings, or materials posted by users) on the Communication Channels is neither endorsed nor controlled by GloveBox. GloveBox will not under any circumstances be liable for any activity within Communication Channels. GloveBox is not responsible for information that Client chooses to share on the Communication Channels, or for the actions of other users. As a condition of Client’s use of the GBSaaS, and without limiting Client’s other obligations under this Agreement, Client agrees to comply with the restrictions and rules of use set forth in this Agreement as well as any additional restrictions or rules GloveBox may choose to implement. As an example, Client agrees not to use the Service in order to:
      1. post, upload, transmit or otherwise disseminate information that is objectionable as determined by GloveBox in its sole discretion;
      2. defame, libel, ridicule, mock, stalk, threaten, harass, intimidate or abuse anyone;
      3. engage in conduct that is fraudulent or illegal or otherwise harmful to GloveBox or any other user;
      4. upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs or engage in any other activity that may damage the operation of the GBSaaS or other users’ computers;
      5. violate the contractual, personal, intellectual property or other rights of any party including using, uploading, transmitting, distributing, or otherwise making available any information made available through the Service in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
      6. attempt to obtain passwords or other private information from other users;
      7. develop, distribute, or publicly inform other members of "auto" software programs, "macro" software programs or other "cheat utility" software program or applications in violation of the applicable license agreements; or
      8. violate any applicable laws or regulations.

                   These rules of use are not meant to be exhaustive, and GloveBox reserves the right to determine what conduct it considers to be a violation of this Agreement or an improper use of the GBSaaS and to take action including termination of Client’s account and exclusion from further participation in the GBSaaS.

4. End Users. End Users’ use of the Platform is subject to Company’s Terms and Conditions (the “Terms”), and Client shall take reasonable steps to ensure that all End Users are familiar with and comply with the Terms. Client acknowledges and agrees that each End User creates its account with GloveBox, not Client; that each End User, and not Client, owns its GloveBox account; and that all End User Data is and shall remain the exclusive property of the applicable End User.

5. Payment/Suspension of Service.

    1. Annual Agreement Billed Monthly. If Client has purchased an annual agreement billed monthly, Client shall pay the Annual Fee in 12 equal parts over the 12 month agreement period. The annual amount due is based on the number of End Users that may access the GBSaaS. GloveBox will automatically bill Client for 1/12 of the Annual Fee at the start of the agreement, in addition to any applicable onboarding fees. If Client wishes to increase the number of End Users that may access the GBSaaS such increase will result in a higher Annual Fee, GloveBox will automatically bill Client for the increased Annual Fee for the remainder of the year on a pro-rated basis billed monthly. GloveBox may, in its sole discretion, adjust the Annual Fee on ninety (90) days’ prior written notice to Client. Such adjusted Annual Fee shall apply to all annual statements issued after the effective date of the adjustment of the Annual Fee.
    2. Taxes; Late Payment. The Parties acknowledge and agree that all Fees set forth herein do not include any taxes for which Client is responsible. Any sum due to GloveBox that is not paid within thirty (30) days of its due date shall accrue interest at a rate of interest equal to the lesser of one and one-half percent (1.5%) per month, or the maximum rate of interest allowed by applicable law, plus GloveBox’s costs of collection, including, but not limited to, reasonable attorneys’ fees, costs and expenses, until the sum is fully paid.
    3. Suspension of Service. Unless there is a Dispute with respect to GloveBox’s fulfillment of the terms of this Agreement and/or an ongoing mediation or arbitration regarding this Agreement, GloveBox shall be entitled to suspend Client’s access to the GBSaaS in the event that Client does not pay its normally scheduled Annual Fee during the Term and the outstanding amount due remains unpaid for ten (10) business days from the date which the Annual Fee is due. GloveBox shall resume Client’s access to the GBSaaS when Client’s account is brought current. GloveBox’s obligation to provide access to the GBSaaS and perform any of its other obligations under this Agreement, except restoration of access if applicable, shall be suspended during the period of time that Client’s Monthly Fee(s) remains unpaid.
    4. Monthly Payment Processing. GloveBox and Client agree that GloveBox will execute payment equal to 1/12 of the Annual Fee as well as any associated onboarding fees relative to the agreed upon pricing tier. Each subsequent month on the billing date set forth, GloveBox is authorized to execute 1/12 of the Annual Fee until Annual Fee has been collected in full.
6. Term and Termination.
    1. Term. The “Term” of this Agreement begins on the Effective Date and:
      1. If Client has purchased an annual subscription, continues for a period of twelve (12) months, unless terminated earlier pursuant to Section 6(b) of this Agreement, and upon expiration of such twelve (12) month term shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either party provides written notice of nonrenewal at least ninety (90) days prior to the end of the then-current term.
    2. Termination. GloveBox, in its sole discretion, may immediately terminate this Agreement and refuse Client any and all current or future use of the GBSaaS if Client:
      1. Commits a material breach of any term of this Agreement, including but not limited to a failure to pay any amount when due hereunder;
      2. Becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
      3. Files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
      4. Seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts;
      5. Makes or seeks to make a general assignment for the benefit of its creditors; or
      6. Applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Termination. Upon termination of this Agreement, Client’s account will be deactivated and Client’s access to the GBSaaS will be terminated. For thirty (30) days following the termination or expiration of this Agreement, Client may, upon request to GloveBox, access Client’s account and download any Client Data. Following such 30 day period, GloveBox may delete Client’s account and any associated data.
7. Disclaimers.
    1. Downtime. The Parties acknowledge that access to GBSaaS may be unavailable to Client and End Users during periods in which GloveBox performs routine maintenance services, emergency maintenance, administrative maintenance or other related activities (“Permitted Downtime”). GloveBox shall not be liable in any way for such periods of planned unavailability of the GBSaaS.
    2. System Performance. GloveBox will use commercially reasonable efforts to keep the GBSaaS available during the Term, exclusive of Permitted Downtime or any down time resulting from issues out of GloveBox’s control such as backbone provider failures, Force Majeure Events, main line cuts, application program interfaces (API’s), DNS or Registrar issues with the Client domain name, routing issues between Client locations and GloveBox’s Data Center. GloveBox shall not be liable for any damages incurred by Client in connection with unpermitted downtime. GloveBox provides no assurance regarding service interruptions caused by external issues such Force Majeure Events.
    3. Disclaimers. Client acknowledge that any input, collection, compilation, and reformatting of data is performed by Client or End Users, entails the likelihood of some human and machine errors, omissions, delays, interruptions, and losses, which may give rise to loss or damage. GloveBox shall not be liable for any such loss or damage.
    4. CLIENT ACKNOWLEDGES THAT:
      1. THE GBSAAS IS NOT ERROR FREE OR WITHOUT FAULTS;
      2. CLIENT IS SOLELY RESPONSIBLE FOR CLIENT DATA, INCLUDING THE ACCURACY, COMPLETENESS, OR CURRENTNESS THEREOF, AND GLOVEBOX IS NOT LIABLE FOR ANY ERRORS IN CLIENT DATA OR OMISSIONS FROM CLIENT DATA;
      3. NOTWITHSTANDING GLOVEBOX’S AGREEMENT TO MAKE REASONABLE EFFORTS TO REPAIR OR REPLACE THE GBSAAS, THE GBSAAS, INCLUDING ANY THIRD PARTY SOFTWARE, IS PROVIDED ON AN “AS IS”, “WHERE IS” BASIS, WITHOUT WARRANTY OF ANY KIND OR NATURE;
      4. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, GLOVEBOX MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTENDED USE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE;
      5. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE GBSAAS, WHETHER MADE BY GLOVEBOX OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF GLOVEBOX;
      6. IN NO EVENT WILL GLOVEBOX BE LIABLE FOR THE RESULTS OF CLIENT’S USE OF THE GBSAAS;
      7. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, GLOVEBOX HAS NO OBLIGATION OR LIABILITY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPATIBILITY OF THE GBSAAS WITH ANY OTHER SOFTWARE; AND GLOVEBOX MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE INTEROPERABILITY OR COMPATIBILITY OF THE GBSAAS OR ANY OTHER GLOVEBOX SERVICE WITH THE SERVICES OF ANY THIRD PARTY, INCLUDING INSURANCE PROVIDERS.


                  e. Authority. Each Party represents and warrants that (i) it has full power and authority to enter into this Agreement; and (ii) the execution and performance of this Agreement does not violate, conflict with, or       result in a material default under any other contract or agreement to which either Party is a party or by which either Party is bound. If Client is a corporation, governmental organization, or other legal entity, the person signing on Client’s behalf represents and warrants that he or she has the right, power, and authority to enter into this Agreement on behalf of Client and bind Client to its terms.
               

                f. Third Party Software and Other SaaS. The GBSaaS may utilize software and products by third parties. GloveBox shall have no responsibility or liability for the availability, content, performance, or nonperformance of, defects in or infringement by, any software or other products provided by third parties, including but not limited any APIs and internet browsers used to access the GBSaaS. Notwithstanding anything to the contrary, GloveBox makes no representations or warranties regarding the content or the continued availability of any functionality provided through third-party software. Should any such third-party software, including any API, fail or become unavailable, GloveBox may, at GloveBox’s sole discretion, (A) replace such third- party software, or (B) obtain the right for Client to continue using such third-party software. If GloveBox determines, in its sole discretion, that neither alternative is reasonably available, GloveBox may terminate this Agreement, in its entirety or with respect to the affected third-party software, effective immediately on written notice to Client.

8. Indemnification. Subject to Section 7 and Section 9 herein, in the event a Party materially breaches any provision of this Agreement, that Party (the “Indemnifying Party”) shall indemnify and hold harmless the other Party, its subsidiaries and affiliated companies and their respective employees, directors, agents, and authorized successors and assigns (collectively, the “Indemnified Parties”), against any and all liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees (“Damages”) arising from or as a result of each claim of any third party resulting from such breach. GloveBox shall indemnify, defend, and hold harmless Client, its respective officers, directors and employees from all Damages arising from or as a result of any third-party claim that the GBSaaS infringes a U.S. patent, U.S. trademark, U.S. copyright, or U.S. trade secret. The Indemnified Parties shall: (a) promptly notify the Indemnifying Party of any claim or threatened claim in reasonable detail in writing and give the Indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at the Indemnifying Party’s expense, and (b) cooperate fully with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling any claim. The Indemnified Parties shall be entitled to engage their own local counsel at the Indemnifying Party’s expense. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any third-party claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld. Notwithstanding the above, GloveBox shall have no obligation to indemnify Client if a claim arises from modifications that are made to the GBSaaS by any person other than GloveBox without GloveBox’s written authorization.

 

9. Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, GLOVEBOX’S LIABILITY FOR ANY CLAIM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, THAT ARISES UNDER OR IS RELATED TO THIS AGREEMENT, SHALL BE LIMITED TO THE CLIENT’S DIRECT OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO CIRCUMSTANCES SHALL EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT HEREUNDER DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST OF ANY SUCH CLAIMS FIRST AROSE. IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS OR SUBCONTRACTORS BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, ORCONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE, OR EXPENSE OR REASONABLY COULD HAVE FORESEEN THE POSSIBILITY OF SUCH LOSS, DAMAGE, OR EXPENSE.


10. Confidentiality; Proprietary Information.

    1. Ownership. Client acknowledges and agrees that the GBSaaS and all related software, proprietary technology, and other materials, including but not limited to source code, documentation and other documents that depict or describe the GBSaaS or other proprietary technology of GloveBox, consist of proprietary works of GloveBox protected under United States copyright, patent, trademark, trade secret laws of general applicability. Client further acknowledges and agrees that all right, title, and interest in and to the GBSaaS, together with all modifications, enhancements, copies, and derivative works, including all copyright rights, and all other intellectual property rights, are and shall remain the exclusive property of GloveBox (collectively the “GloveBox Proprietary Information”). Client agrees that it will not challenge or take any action inconsistent with GloveBox’s rights to the GloveBox Proprietary Information. In the event of any claim for infringement or misappropriation of the GloveBox Proprietary Information, Client agrees to cooperate with GloveBox in every way requested by GloveBox, and all damages awarded, and other awards and recoveries shall be the exclusive property of GloveBox, and all such amounts shall be paid to GloveBox. In the event, for any reason, Client obtains possession or control of any such damages or awards, Client agrees to hold all such funds as trustee in trust for the exclusive benefit of GloveBox. The Client Data is and shall remain the exclusive property of Client. Client agrees that GloveBox shall have the right to use the Client Data only for the purposes described in this Agreement.
    2. Confidentiality Obligations. Each Party will hold all Confidential Information of the other Party in strict confidence and will not disclose any Confidential Information, to any third party.
      1. “Confidential Information” means information about a Party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential.”
      2. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement or any other agreement by the recipient of the information; (ii) is or was known by the recipient of the information at or before the time such information was received from the discloser, as evidenced by the recipient’s tangible (including written or electronic) records; (iii) is received from a third-party that is not under an obligation of confidentiality to the disclosing Party with respect to such information; (iv) is independently developed by the recipient of the information without any breach of this Agreement, as evidenced by the recipient’s contemporaneous tangible (including written or electronic) records; (v) is approved for release in advance in writing by the parties; or (vi) is required to be released pursuant to court order, subpoena, or other act of governmental or regulatory agency.


                c. Trademarks. Neither Party may use the other Party’s trademarks, service marks, trade names, logos, or other commercial or product designations (collectively, “Marks”) for any purpose whatsoever without the prior written consent of the other Party. Upon written consent, each Party may use the other Party’s Marks in accordance with any trademark use guidelines provided by the Party that owns such Marks.

               d. Content. Unless otherwise noted, all right, title, and interest in Content appearing in and on websites of GloveBox or in the GBSaaS are the exclusive property of GloveBox or its suppliers or licensors. As applicable, all Content is copyrighted, all rights reserved, and the ownership of the copyrights herein shall at all times remain vested in GloveBox, unless otherwise noted. Client shall not modify, alter, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content. GloveBox shall have the right to license any Content, subject to its Privacy Policy, contained in, or collected on, its websites or the GBSaaS to any entity pursuant to terms agreed upon by GloveBox.

              e. Remedies. Notwithstanding anything to the contrary in this Agreement, the Parties agree that any breach by either Party of the provisions of this Section 10 may cause substantial and irreparable harm to the non-breaching Party, for which an award of monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the non-breaching Party may seek injunctive relief in addition to all other rights and remedies available to such Party at law and in equity. All rights and remedies provided to the non-breaching Party by this Section 10 are cumulative and are in addition to, and not in lieu of, such Party’s rights and remedies at law and in equity. The non-breaching Party shall be entitled to seek preliminary relief pursuant to the rights in this Section 10 in any court of competent jurisdiction.

11. Privacy.

    1. Privacy Policy. GloveBox complies with the Privacy Policy in providing the GBSaaS and all related software and services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the GBSaaS or any related software and services, Client acknowledges that Client has reviewed and accepted GloveBox’s Privacy Policy, and Client consents to all actions taken by GloveBox with respect to Client’s information and data in compliance with the then-current version of our Privacy Policy.
    2. Private Information. Use of the GBSaaS requires GloveBox to have access to and utilize Private Information. In addition, GloveBox may send email and text notifications to Client’s End Users advising them of the availability of the GBSaaS. If Client provides Private Information to GloveBox, Client represents and warrants to GloveBox that Client has obtained the right to share and disclose such Private Information to GloveBox to use in connection with the GBSaaS and to contact End Users as described in this Section (b)11(b).
    3. Geographical Restrictions. GloveBox operates and controls its websites, the GBSaaS, and all related software and services from the United States of America. The GBSaaS is not intended for use in locations outside of the United States of America. CLIENTS AND END USERS MAY NOT UTILIZE THE GBSAAS FROM LOCATIONS OUTSIDE OF THE UNITED STATES OF AMERICA.
    4. Communications with End Users. Client may, from time to time, in its discretion, notify its End Users of available software downloads, updates or modifications thereto, ongoing pertinent policy information and changes, and other strictly non-marketing information pertaining to GloveBox. Client may use the GBSaaS to send such non-marketing notifications directly to Client’s End Users via SMS text or email, as long as the communications are not made in violation of existing federal and state telephone consumer protection or privacy laws and regulations, including but not limited to the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. (“TCPA”), and the Federal Communications Commission regulations adopted thereunder, and the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, 15 U.S.C. § 7792 et seq. (“CAN-SPAM Act”) and the Federal Trade Commission regulations adopted thereunder or any other statutes, regulations or rules, now or hereafter enacted or promulgated providing protections to individuals’ or consumers’ privacy or private information (all collectively “Consumer Protection Provisions”).

CLIENT WARRANTS AND REPRESENTS THAT ALL COMMUNICATIONS DESCRIBED IN THIS SECTION 11(d) SHALL BE THE SOLE RESPONSIBILITY OF CLIENT. CLIENT WARRANTS AND REPRESENTS THAT ALL PRESENT AND FUTURE MARKETING PRACTICES USED BY CLIENT WILL BE IN COMPLIANCE WITH ALL CONSUMER PROTECTION PROVISIONS. CLIENT AGREES TO INDEMNIFY GLOVEBOX FOR, AND HOLD GLOVEBOX HARMLESS FROM, ANY AND ALL CLAIMS, CAUSES, CAUSES OF ACTIONS, LOSSES,EXPENSES AND COSTS OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS PAID OR INCURRED BY GLOVEBOX IN ADDRESSING OR DEFENDING AGAINST ANY SUCH ADVERSE CLAIMS (ALL OF THE FOREGOING ARE COLLECTIVELY REFERRED TO AS “GLOVEBOX DAMAGES”) ARISING FROM OR OUT OF ANY ALLEGED, PURPORTED OR ACTUAL VIOLATION OF ANY CONSUMER PROTECTION PROVISION. CLIENT AGREES THAT ANY GLOVEBOX DAMAGES ASSOCIATED WITH ANY PURPORTED, ALLEDGED OR ACTUAL VIOLATION BY CLIENT OF ANY CONSUMER PROTECTION PROVISION SHALL BE THE SOLE RESPONSIBILITY OF CLIENT AND CLIENT SHALL PAY ALL SUCH GLOVEBOX DAMAGES TO GLOVEBOX, UPON DEMAND BY GLOVEBOX. GLOVEBOX SHALL HAVE THE RIGHT TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON LEARNING OF ANY CLIENT VIOLATION OF ANY CONSUMER PROTECTION PROVISION OR OF CLIENT’S FAILURE TO MEET ITS OBLIGATIONS TO GLOVEBOX HEREUNDER; PROVIDED HOWEVER THAT, THIS PROVISON SHALL SURVIVE SUCH TERMINATION AND SHALL NOT RELIEVE CLIENT FROM ITS CONTINUING OBLIGATION HEREUNDER.

12. Miscellaneous.
    1. Notices. All notices required or permitted hereunder will be in writing and will be deemed to have been properly given: (i) upon delivery if delivered personally or by a courier or overnight delivery service; or (ii) five (5) business days after mailing by certified mail, postage prepaid, return receipt requested, to the Parties at the following addresses (or to such other address of which either Party may notify the other in a notice that complies with the provisions of this Section 12(a)):

If to GloveBox:

GloveBox Technologies, Inc.

1209 Orange Street, Corporation Trust Center

Wilmington, New Castle County, Delaware 19801

Attn: Ryan Mathisen

With a copy to (which shall not constitute notice):

Bennett Tueller Johnson & Deere, LLC

3165 E. Millrock Drive, Suite 500

Salt Lake City, UT 84121

Attn: Brent Hawkins

If to Client:

_____________________

_____________________

_____________________

Attn: _________________

                   b. Force Majeure Events. Neither Party to this Agreement shall be liable for delays in performing or the failure to perform any part of this Agreement to the extent such delay or failure is due to Force Majeure Events. The invoking Party shall identify such event to the other Party as soon as commercially practicable in writing and shall resume performance as soon as practicable after such Force Majeure Event has ceased to exist.


                  c. Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of GloveBox. Any purported assignment or delegation in violation of this Section 12(c) will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.


                 d. Governing Law and Jurisdiction. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties.

                e. Dispute Resolution.
      1. If any Dispute arises out of this Agreement, and the Parties are unable to informally resolve the Dispute through negotiation, the Parties agree to mediate the Dispute within thirty (30) days of the failed informal resolution for a period of at least four hours in accordance with the mediation procedures established by a mediation services provider chosen by the Parties in Delaware. The venue for such mediation shall be Delaware. The Parties shall pay for their own legal fees for the mediation and shall each pay for half of the mediator’s fees. Any mediation hereunder shall be completed within a thirty (30) day period.
      2. If the foregoing mediation fails to resolve the Dispute, the Parties agree that the Dispute shall be determined by binding arbitration before a sole arbitrator (“Arbitrator”). The Arbitration shall be administered pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and shall take place in Delaware. If the Parties are unable to agree upon the selection of an Arbitrator, the Parties shall each select an arbitrator, and the arbitrators selected by the Parties shall select the Arbitrator. The Arbitrator shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement. Notwithstanding the above, either Party may file a request with a court of competent jurisdiction for equitable relief, including but not limited to injunctive relief, pending resolution of any claim through the arbitration procedures set forth herein. The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. The Arbitrator shall render an award and written opinion, which will consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim, and said opinion shall also contain a concise written statement of the reasons of the award, stating the essential findings and conclusions of law upon which the award is based, no later than thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. Judgment on the award may be entered in any court having jurisdiction. Each Party shall equally share the costs of the arbitration. In the event a Party fails to proceed with arbitration, unsuccessfully challenges the Arbitrator’s award or fails to comply with the Arbitrator’s award, the other Party shall be entitled to the costs of suit, including reasonable attorney’s fees, for having to compel arbitration or defend or enforce the award. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement.

           f. Entire Agreement. This Agreement, along with any documents incorporated by reference herein, set forth the entire agreement and understanding between the Parties as to the subject matter hereof and supersedes all prior discussions and writings between them, and no Party hereto shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein or as duly set forth on or subsequent to the date hereof in writing and signed by a proper and duly authorized officer or representative of the Party to be bound thereby


         g. Executed in Counterparts. This Agreement may be executed in any number of facsimile counterparts, each of which is deemed an original, and all taken together constitute one and the same instrument. The individuals signing below are authorized to do so by and on behalf of the Party for whom they are signing.


        h. Amendments. This Agreement may be amended from time to time; provided, however, that such amendments may be made only by subsequent agreement in writing and signed by both Parties.

        i. Severability. If any of the provisions of this Agreement becomes invalid, illegal, or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.


       j. Survival. In the event of the termination of this Agreement for any reason, Sections 1, 6, 7(c), and 8 through 12 of this Agreement shall survive such termination.