LOVELAND Technologies Subscription Agreement

Welcome to LOVELAND! If you have gotten to this point, you are planning to pay for our service for you (or your organization) and perhaps others in your organization. We don't use paper agreements, but we do enter into binding agreements with our customers though this online process.

By completing the online registration form and clicking the "I Agree" button or submitting your registration request you are entering into a legal agreement with LOVELAND to use our service for the number of people you have identified. You are agreeing to the terms of this subscription agreement. LOVELAND Technologies, LLC may be referred to as "us" or "we" or "LOVELAND." You may also be referred to as "customer." This subscription agreement is referred to as the "Agreement."

Ordering. Under this Agreement you may order subscription services from LOVELAND for the number of people you select on the ordering part of your purchase. LOVELAND grants to customer a limited, non-exclusive, non- transferable license, to use the service as it is made available by LOVELAND. You may choose between a month to month subscription or an annual subscription. You may cancel your monthly subscription at any time. You are liable to pay us for the rest of the month on cancellation. For annual accounts, you will be charged for a one year subscription to Site Control, renewable annually. You may cancel an annual subscription at any time, but will remain liable for the entire year's subscription cost. We will notify you at least two weeks before your annual subscription is set to renew to ensure you want to continue. After you register, LOVELAND will make the service available to the number of individual users included in your order. Additional user subscriptions may be added during your subscription period. User subscriptions are for designated Users and cannot be shared or used by more than one User. LOVELAND shall have the right to perform an audit to verify that customer is using the service in compliance with this Agreement. If you are entering into this Agreement on behalf of an entity other than yourself, you represent that you have the authority to enter into this Agreement on behalf of that entity.

Subscription Restrictions. You agree, on behalf of yourself and your authorized users, not to: (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets of the service; (b) distribute, transfer or otherwise make available the service to any third parties other than authorized users; (c) reproduce the service; (d) attempt to modify, alter, or circumvent the service control and protection mechanisms; (e) use the service in violation of any applicable law, rule or regulation, including any data privacy or data protection laws; (f) resell access to LOVELAND Technologies products or intellectual property,

Proprietary Rights. As between the parties, LOVELAND retains all ownership rights in and to the LOVELAND trademarks, the service and any documentation and all related intellectual property rights. Except for information that is public, customer will retain all ownership rights in and to all customer information and content. Customer grants LOVELAND a license to use, analyze and interpret the customer data and information on an aggregated or de-identified basis, but not in a way that renders the information or data identifiable as having been provided by the customer.

Warranties. LOVELAND warrants that it will use commercially reasonable efforts to make the service available to you and your authorized users except during periods when it needs to perform maintenance or fix a problem.

Disclaimers. The above warranties are the exclusive warranties offered by LOVELAND, and the service is otherwise provided by LOVELAND on an "as is" basis without warranty of any kind, either expressed or implied, including, but not limited to the implied warranty of merchantability, non-infringement and fitness for a particular purpose. We do not guarantee that the use of the services will not be interrupted or error free or that the services are compliant with any specific data protection laws or privacy laws applicable to you. The foregoing warranty is exclusive and in lieu of all other warranties, express or implied, including warranties of fitness for a particular purpose, noninfringement, and merchantability.

Terms of Use; Limitations of Liability and Damages; Indemnification. All of the provisions of the Terms of Use, including the provisions involving the limitations on liability and damages and indemnification are incorporated into and part of this Agreement between you and LOVELAND. All of those provisions apply to this Agreement.

Term and Termination. This Agreement shall continue in effect until all subscriptions have expired or have been terminated. This Agreement may be terminated (a) by either party if the other party materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice from the non-breaching party (except that the cure period will be be five days for breaches of payment obligations to LOVELAND. Termination does not relieve customer of customer's obligation to pay any fees payable to LOVELAND for the period prior to the effective date of termination.

Effect of Termination. Upon any termination of this Agreement, (a) all rights licensed to you will immediately cease; (b) customer will pay to LOVELAND any outstanding fees that have accrued prior to the date of termination. Customer will have access to its information and stored by LOVELAND for the sole purpose of copying that data or information. After 30 days, LOVELAND may delete all data and information from its systems.

Payment Terms. All charges for the service is payable monthly in advance. Fees are quoted and payable in United States dollars and are non-refundable. You will provide to LOVELAND valid, up-to-date and complete credit card details and authorize LOVELAND to charge that care for your monthly fees. Customer is responsible for maintaining complete and accurate billing and contact information.

Suspension of Service. If any amount owing by customer under this Agreement is not paid or if the credit card issuer denies the charge, LOVELAND may suspend the service to customer until outstanding amounts are paid in full.

Taxes. LOVELAND's fees do not include any taxes or similar governmental assessments of any nature, including but not limited to value-added, sales, use or other taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with customer's use of the service, if any.

Protection of Customer Data. LOVELAND shall maintain appropriate administrative, physical, and technical safeguards for protection of the security and integrity of customer data.

Usage Data. LOVELAND may collect and use data pertaining to the use of the service ("Usage Data"). Any Usage Data collected will be anonymous without reference to the particular user. LOVELAND may use the Usage Data for its internal research and development purposes and may disclose Usage Data in an aggregated format that does not identify customer or any particular User (e.g. LOVELAND may disclose aggregated data and statistics for its other customers).

MISCELLANEOUS. Each party will be excused from any delay or failure in performance, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, war and governmental requirements (each a "Force Majeure Event"). The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. This Agreement controls the actions of all party representatives, officers, agents, employees and associated individuals. The terms of this Agreement shall be binding on the parties, and all successors to the foregoing. Customer will not assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without LOVELAND's prior written consent except pursuant to a transfer of all or substantially all of customer's business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. This Agreement shall be governed by the laws of the State of Michigan, without regard to its conflict of laws rules. Each of the parties submits to the exclusive jurisdiction of the courts of the State of Michigan located in Wayne County and the United States District Court for the Eastern District of Michigan for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. Customer agrees that its use of a purchase order is for its internal convenience, and that the terms on any purchase order or similar document submitted by customer to LOVELAND will have no effect, are deemed rejected and will be inapplicable to the relationship between LOVELAND and customer. Unless otherwise expressly stated, all legal notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at its official headquarters to the attention of the chief executive officer and are deemed delivered when received.