Digital Presence Terms and Conditions

December 12, 2022

This Digital Presence Terms and Conditions (this “Agreement:” or the “Terms and Conditions”) provide the terms and conditions governing the use of the Service (as defined below) and the agreement that operates between You and EETech. These Terms and Conditions set forth the rights and obligations of all users regarding the use of the Service. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions.  You (also referred to as the “Customer”) and EETech shall be referred to collectively as the “Parties”, and individually as a “Party.” The Parties hereto agree as follows:

1. Services
At the direction of and in collaboration with Customer, EETech shall be responsible for providing the services to Customer as set forth in the Statement of Work (the “SOW”), and as may be set forth in written orders for additional or changed work, as may be entered into by the Parties (the “Services”). In the event there is a conflict between this Agreement and the SOW, the SOW shall prevail.

2. Billing and Payment
Fees are based on the Services purchased and or based on actual usage, as agreed to by both parties. Payments shall be due in advance and as per the schedule set forth in the applicable SOW or according to terms as set forth by the Parties in writing.  Services will not start until the initial payment is received.  Services may be terminated or suspended if payments are not received within the terms, after serving five (5) days’ notice via email pursuant to this Agreement. Payments are non-refundable.

3. Representations and Warranties General
a. Each Party represents and warrants that: (i) it has the right and authority to enter into this Agreement; and, (ii) that by entering into this Agreement, it will not violate, conflict with, or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a Party or by which it or any of its property is or may become subject or bound.
b.  EETech does not warrant that any particular results will be achieved through the Services.
c.  Except as otherwise provided for in this Agreement or the SOW, Customer shall not: (i) modify, adapt, reproduce, or create derivative works of the Services; (ii) sell, lease, distribute, rent, transfer or provide access to any of the Services to a third-party; (iii) use the Services for any competitive analysis or to build any products that will compete with EETech; (iv) incorporate any of the Services into a service Customer provides to a third-party, without EETech’s prior written consent; (v) interfere with or otherwise circumvent any incorporated mechanisms in the Services; or (vi) reverse engineer, decompile, decode, decrypt, disassemble, or in any way deprive source code related to the Services except to the extent expressly permitted by applicable law.

4. Compliance with the Laws
Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and to this Agreement, including copyright, privacy and communications decency laws.

5. Confidential Information
For the purposes of this Agreement, “Confidential Information” shall mean information including, without limitation, all Customer data, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third-party software, if any, that may be provided to Customer under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving Party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.

6. Nondisclosure
During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information; and (b) who are informed of the nondisclosure / non-use obligations imposed by this Section 7. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations. In the event of any inconsistency between any separately executed non-disclosure agreement between the Parties, the confidentiality provisions of this Agreement shall control.

7. Terms of Agreement
Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.

8. Injunctive Relief
In the event of an actual or threatened breach of the above confidentiality provisions, the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.

9. Customer Data
All data is owned by the Customer and is to be strictly held as confidential. EETech will delete and destroy all copies of data once the Agreement is terminated with or without default.

Customer data is to be held strictly confidential notwithstanding the confidentiality period set forth in Section 7. In other words, Customer data should continue to be treated as confidential beyond the three year period set forth in Section 7.

Customer understands that it has a duty to ensure the content data utilized and obtained from the Services is in compliance with all applicable rules and regulations to include without limitation
the General Data Protection Regulation, the California Consumer Privacy act, and the Americans
with Disabilities Act. Customer will unconditionally indemnify, hold harmless, and defend EETech,
its affiliates, and their officers, directors, employees, contractors and agents (each a “EETech
Indemnified Party”) against any claims, liabilities and expenses (including court costs and
reasonable attorneys’ fees) that a EETech Indemnified Party incurs as a result of or in connection
with: a) any third-party claims arising from: (i) Customer’s data, including without limitation
Customer’s failure to follow applicable laws or obtain all necessary consents related to Customer’s data;
(ii) Customer’s use of the Product in a manner not expressly permitted by this Agreement [or the
SOW]; (iii) EETech’s compliance with any technology, designs, instructions or
requirements provided by Customer’s or a third party on Customer’s behalf; (iv) any claims, costs,
damages and liabilities whatsoever asserted by any Customer representative; or (v) any violation by
Customer of applicable laws or regulations; and (b) any reasonable costs and attorneys’ fees required
for EETech to respond to a subpoena, court order or other official government inquiry regarding
Customer data or Customer’s use of the Product.

10. Termination
This Agreement may be terminated immediately upon written notice by either Party if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors.

Customer shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.

11. Notices
Any notices required under this Agreement shall be delivered according to the information as set forth below:

If to EETech:

EETech Corporation
850 W. Main St.
Boise, ID 83702
Email: privacy@eetech.comIf to Customer:

As noted on SOW or Order Form

12. General Provisions & Force Majeure
(a) This Agreement, including any amendments and attachments hereto that are referenced herein, constitute the entire agreement between the Parties. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of both Parties. No provision of any purchase order or other document issued by Customer, which purports to alter, vary, modify or add to the provisions of this Agreement, shall be binding upon EETech or effective for any purpose, unless accepted by EETech in writing.  It is further expressly understood and agreed that there being no expectations to the contrary between the Parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, EETech’s industry or between the Parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.

(b) Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the Parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.

(c) This Agreement may not be assigned, sublicensed or transferred, in whole or in part, by Customer or EETech without the prior written consent of the other Party. Any attempted assignment, subletting or transfer other than in accordance with the preceding shall be void.

(d) If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(e) No delay or failure of EETech or Customer in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by EETech or Customer of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

(f) In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party’s reasonable control (a “Force Majeure Event”), the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds seven (7) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice immediately to terminate this Agreement as provided in Section 11.

(g) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument.

(h) This Agreement shall be interpreted, construed, enforced, and governed by and under the laws of the State of Idaho, USA, without regard to any principles of conflict of law.

(i)  For any dispute, claim or controversy between the Parties arising out of or in connection with this Agreement or an applicable SOW, the Parties shall first attempt in good faith to resolve such dispute or claim through negotiation. If the dispute, claim or controversy cannot be amicably resolved within thirty (30) days from the date on which either Party serves written notice on the other Party of such a dispute, claim or controversy, the Parties shall resolve such dispute, claim or controversy through arbitration. Arbitration shall be administered through the American Arbitration Association (the “AAA”) in accordance with the then-prevailing rules of the AAA’s Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered into any jurisdiction thereof. The arbitration shall take place in a venue to be selected by EETech. There shall be one (1) arbitrator. The arbitrator shall be chosen by mutual agreement of the Parties from a panel of arbitrator provided by the AAA. If the Parties are unable to reach a mutual agreement on a single arbitrator, the AAA shall be empowered to make such a selection pursuant to the AAA’s procedures. Each Party shall bear and be responsible for one-half (1/2) of the cost of arbitration, with such cost to then be repaid to the prevailing Party. If one Party fails or refuses to participate in the arbitration, the other Party may seek an order from a competent court of jurisdiction to compel arbitration or seek specific performance of this provision, which event the Party who failed or refused to participate in the arbitration shall bear the costs and attorneys’ fees incurred by the other Party to enforce this provision. If no such court exists that may compel arbitration in the chosen venue, the Parties agree that a motion to compel or action to enforce specific performance of this provision may be brought in any court of competent jurisdiction located in the state of Idaho. Any and all orders issued by the arbitrator may be enforced in any court of competent jurisdiction of the prevailing Party.

(j) The headings and captions contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

(k) This Agreement sets forth the terms and conditions for all users of the Services. EETech reserves the right to change these Terms and Conditions from time to time without prior notice.

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EETech Group SaaS Standard Terms of Service

March 18, 2020

THESE EETECH GROUP SAAS STANDARD TERMS OF SERVICE (THE “TERMS”) ARE PART OF A LEGAL CONTRACT BETWEEN EETECH GROUP, LLC. (“EETECH”, “WE” OR “US”) AND PERSONS OR ENTITIES (“YOU”) REGISTERING FOR AN ACCOUNT (“ACCOUNT”) TO USE THE EETECH SOFTWARE AS A SERVICE (SAAS) FOR WHICH YOU ARE REGISTERING (THE “SAAS SERVICE”).

THE TERMS, TOGETHER WITH ANY ADDITIONAL TERMS AND CONDITIONS AND/OR POLICIES REFERENCED AND INCORPORATED HEREIN, OR WHICH INCORPORATE THESE TERMS AND CONDITIONS, PROVIDE ALL OF THE TERMS AND CONDITIONS INCLUDED IN A LEGALLY BINDING CONTRACT BETWEEN YOU AND EETECH (THE “AGREEMENT”). THE AGREEMENT GOVERNS YOUR USE OF EETECH SAAS SERVICE FOR WHICH YOU HAVE REGISTERED. IF YOU REGISTER FOR AN ACCOUNT ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT TO EETECH THAT YOU HAVE THE ACTUAL AUTHORITY TO BIND SUCH ENTITY TO THE AGREEMENT.

EETECH RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT BY POSTING MODIFIED TERMS AND CONDITIONS, ALONG WITH A LAST UPDATED EFFECTIVE DATE FOR MODIFIED TERMS. OTHERWISE, YOU AGREE THAT THE AGREEMENT BETWEEN YOU AND EETECH MAY ONLY BE MODIFIED BY A WRITTEN AMENDMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF EETECH.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS IN THE AGREEMENT, YOU MAY NOT USE THE REGISTER FOR AN ACCOUNT OR USE THE EETECH SAAS SERVICE FOR WHICH YOU HAVE REGISTERED. BY REGISTERING FOR AN ACCOUNT AND/OR USING THE EETECH SAAS SERVICE, YOU IRREVOCABLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT APPLICABLE TO SUCH ACTIVITY.

1. Your Account
   1. In order to use a SaaS Service, You must first register for one or more Accounts for such SaaS Service. By creating an Account, You are responsible for maintaining the security of Your Account (including, but not limited to, login credentials, security-keys and the correct configuration of access control lists), and You are fully responsible for all activities that occur under Your Account, and any other actions taken in connection with Your Account. You agree to immediately notify EETech of any unauthorized use of Your Account, or any other breaches of security of which You become aware. EETech will have no liability for any acts or omissions on Your part, including any damages of any kind incurred as a result of such acts or omissions. You may not register multiple Accounts to simulate or act as a single Account or otherwise access a SaaS Service in a manner intended to avoid incurring fees. Your Account will be Your main point of contact for the SaaS Service. Any notifications regarding a SaaS Service will be sent to the email address registered with Your Account.
2. EETech SaaS Services
   1. These Terms apply to all Subscription levels for the SaaS Service. A description of the Subscription Levels and of the features and functions applicable to each Subscription Level is located at the Search Plans page.
   2. If You elect to upgrade your Subscription Level, You will be required to purchase a subscription through the execution of an applicable order form (“Order Form”), in which case such Order Form, as well as any other terms and conditions of the applicable EETech SaaS Subscription Agreement, shall govern Your use of the Service.
3. Provision of SaaS Service and Support
   1. EETech SaaS Service(s) Generally. During the term of this Agreement and subject to Your compliance with these Terms, EETech will provide to You, and You will be hereby granted the right to use the SaaS Service specified on the Order Form.
   2. Provision of Support Services. During this Agreement and, subject to Your compliance with these Terms, EETech will provide You with Standard Support Services.
   3. Support Services are provided to You solely for Your internal use. In addition, You agree not to:
      1. use Support Services to supply any consulting, support, or training services regarding any SaaS Service to any third party; or
      2. use Support Services to obtain support for any use of EETech software that is offered as a service by any third party.
   4. You agree that any knowing failure to comply with the terms of Section 3(c) will be deemed a material breach of this Agreement. In the event of any failure to comply with Section 3(c), EETech may, without prejudice to any other remedies available hereunder, at law or in equity, suspend the provision of Support Services to You and will only reinstate Support Services to You upon Your cure of such breach to EETech’s satisfaction. EETech will use reasonable efforts to provide You with advance written notice prior to implementing such suspension and will work with You to resolve the underlying issue.
   5. This Agreement grants You a limited right to use the applicable SaaS Service as described herein. Nothing in this Agreement shall be understood to transfer from EETech to You any intellectual property rights, and all right, title, and interest in and to any SaaS Service and applicable Support Services will remain (as between the parties) solely with EETech or its third-party suppliers. “EETech” and EETech logos, and all other trademarks, service marks, graphics, and logos used in connection with any SaaS Service and/or Support Services are trademarks or registered trademarks of EETech or EETech’s third-party suppliers. Other trademarks, service marks, graphics, and logos used in connection with any SaaS Service may be the trademarks of other third parties. EETech grants to You no right or license to reproduce or otherwise use any EETech or third-party trademarks under this Agreement.
4. Fees and Payment
   1. With the exception of any free trial period, or where otherwise explicitly noted, You are required to pay a fee for the right to access and use a SaaS Service, as per the terms of the Order Form. You are responsible for keeping the payment details up to date.
   2. EETech will send invoices based on the Order Form. EETech reserves the right to require up-front payment for some features or functions of a SaaS Service. You agree to pay the then-prevailing fees for the Resources that You use for the applicable SaaS Service. Any outstanding balance for a SaaS Service becomes immediately due and payable upon termination of Your use of the SaaS Service for any reason. Prices are exclusive of all sales, use, value added, and excise taxes. You are responsible for paying all taxes and government charges, if any, in Your own jurisdiction.
   3. Late payments will bear interest at the rate of 1% per month (or the highest rate permitted by law, if less). You are responsible for paying all reasonable expenses and attorneys’ fees that EETech incurs in connection with collecting unpaid amounts that are past due. EETech reserves the right to terminate Your right to access and use a SaaS Service for failure to timely pay amounts due. In order to dispute any amount billed to You for Your use of a SaaS Service, You must do so within ten (10) days of being billed for such amounts, or You will be deemed to have waived Your right to dispute such amounts.
   4. You acknowledge and agree that any related billing and payment information that You provide to EETech may be shared by EETech with companies who work on EETech’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to EETech, and servicing Your Account. EETech shall not be liable for any use or disclosure of such information by such third parties.
   5. EETech may change its fees and payment policies at any time, provided that such changes will apply upon the start of the next billing cycle. Changes to the fees or payment policies will be communicated via the applicable SaaS Service and/or through any of our established communication channels.
5. Confidential Information
   1. Both parties acknowledge that, in the course of performing this Agreement, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature (“Confidential Information”). Confidential Information includes materials and all communications concerning EETech’s business, including but not limited to employee lists, product strategies, information security policies and procedures (and reports relating thereto), development activities, design and coding, and interfaces with a SaaS Service, and anything provided by EETech in connection with the Support Services including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made. Confidential Information also includes any notes, summaries, or analyses of the foregoing that are prepared by the receiving party.
   2. The parties shall at all times, both during the term of this Agreement and thereafter keep in trust and confidence all Confidential Information of the other party using commercially reasonable care (but in no event less than the same degree of care that the receiving party uses to protect its own Confidential Information) and shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor shall either party disclose any such Confidential Information to third parties other than to affiliates or as necessary to carry out its duties under this Agreement without the other party’s prior written consent, provided that each party shall be allowed to disclose Confidential Information of the other party to the extent that such disclosure is approved in writing by such other party, or necessary to enforce its rights under this Agreement.
   3. The obligations of confidentiality shall not apply to information which (i) has entered the public domain or is otherwise publicly available, except where such entry or availability is the result of a party’s breach of this Agreement; (ii) prior to disclosure hereunder was already in the receiving party’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the receiving party without any use of any of the Confidential Information as evidenced by appropriate documentation.
   4. Notwithstanding anything to the contrary herein, each party may disclose the other party’s Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only, if such party: (i) unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party’s Confidential Information than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.
6. Your Content
   1. In connection with Your use of a SaaS Service, You and/or Your end users may enable the ingestion of information, content, and data (collectively, “Content”) to, or may retrieve Content from, such SaaS Service. You are fully responsible for the content, accuracy, and completeness of such Content, and any loss, liabilities, or damages resulting from the Content, regardless of the nature of the Content including, without limitation, whether the Content consists of, including but not limited to, data, text, graphics, audio, video, or computer software. You are solely responsible for backing up or otherwise making duplicates of Content. You represent and warrant to EETech that: (i) You own or have the necessary licenses to provide the Content to EETech, and the provision of the Content to, and use of the Content by, EETech as contemplated herein will not infringe the intellectual property rights, including but not limited to copyright, patent, trademark, or trade secret rights, of any third party; (ii) the Content does not contain any executable Malware (defined below); and (iii) You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses, and effects of the Content, whether requested to do so by EETech or otherwise.
   2. To the extent that You communicate any Content relating to an identified or identifiable individual (“Personal Data”) to EETech, or EETech obtains any Personal Data from You, EETech agrees that it (and/or its contractors) will not knowingly collect, access, use, store, disclose, transfer, or otherwise process (collectively, “Process” or “Processing”) any such Personal Data except (i) for the purposes of this Agreement, including without limitation, to implement and deliver a SaaS Service and its features and associated services, provide customer support, and help You prevent or address service or technical problems; (ii) as expressly permitted by You in this Agreement or otherwise; or (iii) as compelled by law. You shall make such disclosures, obtain such consents, provide such choices, implement such safeguards in compliance with, and otherwise comply with any applicable law, rule, or regulation regarding the Processing of Personal Data of any individual whose Personal Data Processed is by You (including, without limitation, by disclosing the Personal Data to EETech) in connection with Your use of or access to a SaaS Service and its features and associated services. For purposes of this Agreement, You are a “data controller” and EETech is a “data processor” with respect to Personal Data, as these terms are defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR” or “General Data Protection Regulation”).
   3. By submitting Content to EETech, You hereby grant EETech a sublicensable, worldwide, royalty-free, and non-exclusive right to reproduce, modify, adapt, and publish the Content solely for the purpose of enabling EETech to provide You with the applicable SaaS Service. If You wish to delete Content from Your Account, EETech will use reasonable efforts to remove it, but You acknowledge that backups, caching, or references to the Content may not be made immediately unavailable.
   4. You are solely responsible for deleting or retrieving Content from a SaaS Service prior to termination of the applicable Account for any reason. If EETech terminates Your Account, EETech will provide You a reasonable opportunity to retrieve Your Content from the applicable SaaS Service, if requested in writing. Such a request must be sent by email to searchsupport@eetech.com within seven (7) days after You receive notice regarding the termination. In any event, Content will be deleted from such SaaS Service no earlier than fourteen (14) days after the termination date identified in the applicable notice regarding such Account has been sent to You.
   5. EETech may collect and compile Service Analysis Data (defined below) and use such Service Analysis Data for security, product, and operations management and for research and development. “Service Analysis Data” is information other than Content that may be collected or compiled by EETech using session tracking and analytics technology in connection with Your acquisition or use of a SaaS Service. All customer technical data will be anonymized and aggregated together with multiple sources in order to build data summaries that are intended to improve the product through statistical analysis. Customer data will be anonymized so that the resultant data cannot be associated with any customer or any individual. No confidential data specific to the customer will be shared or exported. By anonymizing data, EETech Group will be able to continue to build valuable products and features for the Search Product and other EETech Group SaaS Products and Services.
   6. EETech reserves the right, but has no obligation, to monitor all of the content, data, or information uploaded on any SaaS Service by third parties (“Third Party Content”), and is not responsible for any such content, data, or information. EETech does not represent or imply that such Third-Party Content is accurate, useful, or non-harmful. You must take all precautions necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive materials. EETech disclaims any responsibility for any harm resulting from the use of any SaaS Services including, without limitation, resulting from any Third-Party Content.
7. Restrictions
   1. You shall use each SaaS Service in compliance with all applicable laws, including export control and data privacy laws. You shall not: (i) execute or attempt to execute any computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, routines, files, scripts, agents, or programs (“Malware”) in any SaaS Service or use any SaaS Service to transmit Malware; (ii) use any SaaS Service to store or distribute any information, material, or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the privacy or intellectual property rights of any third party; (iii) access or use any SaaS Service to compete against EETech; (iv) access or use any SaaS Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to any SaaS Service through Your account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon, any SaaS Service; (vii) interfere with or disrupt the integrity, security, or performance of any SaaS Service or third-party data contained therein; (viii) attempt to gain unauthorized access to any SaaS Service or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile, or reverse engineer any SaaS Service or any component thereof; (x) insert any code or product or attempt to manipulate any Saas Service; (xi) use any data mining, data gathering or extraction method on any Saas Service; or (xii) use any SaaS Service in furtherance of the violation of the rights of others.
   2. If EETech believes, in its sole discretion, that You have violated or attempted to violate this Agreement, or that Your use of a SaaS Service presents a material security risk, EETech may suspend access to such SaaS Service until the violation has been corrected to EETech’s satisfaction. EETech will use reasonable efforts to provide You with advance written notice prior to implementing such suspension and will work with You to resolve the underlying issue.
   3. If Your use of a SaaS Service materially degrades the performance of such SaaS Service for other customers, as determined solely by EETech, EETech reserves the right to throttle or pause Your use of such SaaS Service, with or without prior notice. You must contact EETech if You desire to assess performance by benchmarking for more than five minutes.
8. Proprietary Rights
   1. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express, written, consent of the copyright owner or an applicable license.
9. Indemnification
   1. You will, at Your expense (i) defend, or at Your option settle, but subject to EETech’s prior written consent, not to be unreasonably withheld, a claim brought against EETech, its contractors, suppliers, licensors, and or respective directors, officers, employees, and agents, arising out of or related to Your use of the SaaS Service or the applicable Support Services, including, without limitation, Your breach of Sections 5, 6, 7 and/or 8 of this Agreement, and (ii) indemnify EETech against and pay (1) any settlement of such claim or (2) any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim.
10. Limited Warranty, Warranty Disclaimer
    1. EETech warrants that (i) during the Term of this Agreement it will perform applicable Support Services in a professional, workmanlike manner, consistent with generally accepted industry practice, and in substantial accordance with the Support Services Policy and (ii) the applicable SaaS Service will perform or in all material respects in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, EETech’s sole obligation, and Your exclusive remedy, shall be for EETech to re-perform the applicable Support Services or correct any non-conformity in the SaaS Service, as applicable.
    2. EXCEPT AS SET FORTH IN SECTION 10(a), THE SUPPORT SERVICES AND THE APPLICABLE SAAS SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND EETECH MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SUPPORT SERVICES, ANY SAAS SERVICE OR ANY MATERIALS FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EETECH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SUPPORT SERVICES, THE SAAS SERVICE(S) AND ANY MATERIALS FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED IN CONNECTION WITH YOUR USE OF THE SUPPORT SERVICES OR APPLICABLE SAAS SERVICE. YOU UNDERSTAND AND AGREE THAT THE SUPPORT SERVICES OR APPLICABLE SAAS SERVICE AND ANY MATERIALS FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT ARE NOT DESIGNED OR INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT, WEAPONS SYSTEMS, OR LIFE SUPPORT SYSTEMS.
11. Limitation of Liability
    1. IN NO EVENT SHALL EETECH BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF EETECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. EXCEPT WITH RESPECT TO A BREACH OF ITS OBLIGATIONS UNDER SECTION 5 (CONFIDENTIAL INFORMATION), IN NO EVENT SHALL EETECH’S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF (1) THE AMOUNT PAID BY YOU TO EETECH UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (2) US$10,000.
    3. THE ALLOCATIONS OF LIABILITY IN THIS SECTION 11 REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF EETECH FOR THE SUPPORT SERVICES AND SAAS SERVICE(S) PROVIDED HEREUNDER REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
12. Termination
    1. You may terminate this Agreement at any time by canceling Your Account with the SaaS Service. Termination of this Agreement shall not release You from any obligations undertaken by You under this Agreement, or from any obligations to pay EETech for any outstanding fees. You will not receive any refunds by canceling Your Account.
    2. EETech may terminate Your access to all or any part of a SaaS Service at any time, with or without cause, with or without notice, effective immediately. You agree that EETech will not be liable to You or any third party for any such termination.
    3. Upon expiration or termination of this Agreement, (i) You shall have no further right to access or use the SaaS Service(s); and (ii) Your payment obligations as well as the provisions of Sections 5, 6(d), 6(e), 9, 10, 11, 12 and 13 will survive such expiration or termination of this Agreement. Any outstanding fees shall become immediately due and payable upon expiration or termination of this Agreement for any reason and will be billed to You or withdrawn from Your registered credit card.
13. General
    1. You may not assign this Agreement, in whole or in part, without the prior written consent of EETech. Any assignment in violation of this Section 13 shall be void, ab initio, and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective successors and assigns. Nothing will restrict EETech from subcontracting its obligations under this Agreement to any third parties.
    2. If any action or proceeding, whether regulatory, administrative, at law, or in equity is commenced or instituted to enforce or interpret any of the terms or provisions of this Agreement (excluding any mediation required under this Agreement), the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which such prevailing party may be entitled. As used herein, “prevailing party” includes without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.
    3. You consent to EETech’s identification of You as a user of the Support Services and SaaS Service, on its website, through a press release issued by EETech and in other promotional materials.
    4. You acknowledge that the SaaS Service(s) and Support Services, and technologies related thereto are subject to the Export Administration Regulations (“EAR”) (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control. You are now and will remain in the future compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer any EETech goods, software or technology or disclose any EETech software or technology to any person contrary to such laws or regulations. You acknowledge that remote access to a SaaS Service may in certain circumstances be considered a re-export of such SaaS Service, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.
    5. Except with respect to payment obligations, neither party will be liable for, or be considered to be in breach of, or in default under, this Agreement, as a result of any cause or condition beyond such party’s reasonable control.
    6. You understand and agree that any features or functions of services or products referenced on any EETech website, or in any presentations, press releases, or public statements, which are not currently available or not currently available as a generally available (i.e., GA) release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for EETech’s products and services remain at EETech’s sole discretion. Accordingly, You agree that You are registering Your Account and purchasing the SaaS Services based solely upon features and functions that are currently available as of the time You register the Account or use the SaaS Services, and not in expectation of any future feature or function.
    7. This Agreement will be governed by the laws of the State of Idaho, without regard to its conflict of laws principles, and all suits hereunder will be brought solely in Federal Court for the District of Idaho, or if that court lacks subject matter jurisdiction, in any Idaho State Court located in Ada County. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding the courts set forth above, based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. A breach or threatened breach by either party of Section 5 (Confidential Information) may cause irreparable harm for which the non-breaching party shall be entitled to seek injunctive relief without being required to post a bond.
    8. Any notice or other communication under this Agreement given by either party to the other will be deemed to be properly given if given in writing and delivered in person or by email, if acknowledged received by return email or followed within one day by a delivered or mailed copy of such notice, or if mailed, properly addressed and stamped with the required postage, to (i) if EETech, 850 W. Main St. Boise, Idaho 83702 (Attn: Legal) or (ii) if You, at the mailing address listed on Your Account. Notices to EETech may also be sent to admin@eetech.com. Either party may from time to time change its address for notices under this Section by giving the other party notice of the change in accordance with this Section 13(h).
    9. Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such party’s right to assert or rely upon such provision, right, or remedy in that or any other instance.
    10. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
    11. Subject to its obligations under Section 5 of this Agreement (Confidential Information), EETech will be free to use, irrevocably, in perpetuity and for any purpose, all suggestions, ideas, and/or feedback (collectively, “Feedback”) provided to EETech by You or Your affiliates and Your respective employees, contractors or other agents, with respect to a SaaS Service and/or the Support Services. The foregoing grant of rights is made without any duty to account to any of the foregoing persons or entities for the use of such Feedback.
    12. This Agreement, together with the Support Services Policy, which is incorporated herein by reference, constitutes the entire agreement between the parties concerning the subject matter hereof, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) this Agreement and (ii) the Support Services Policy. For the avoidance of doubt, the parties hereby expressly acknowledge and agree that if You issue any purchase orders or similar documents in connection with Your use or purchase of a SaaS Service and/or Support Services, You shall do so only for Your own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into the Agreement, whether prior to or following receipt of Your purchase order or any similar document, the parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and EETech’s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.

Last updated September 29, 2022

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