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PLEASE READ THESE TERMS OF USE ("TERMS" OR "TERMS OF USE") CAREFULLY BEFORE USING ANY WEBSITE ON WHICH THESE TERMS ARE POSTED ("SITE(S)"). BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS, AS SUPPLEMENTED OR MODIFIED BY "SUPPLEMENTAL TERMS OF USE" AND OTHER SITE SPECIFIC TERMS THAT ARE POSTED OR SPECIFICALLY AGREED TO IN A SEPARATE DOCUMENT BY THE SITE OPERATOR.

1. Parties. Aclate ("Operator" or "ACLATE") is the commercial operator of this Site, although software, hosting and other functions and content may be provided by Operator’s service providers ("Service Providers"), other companies affiliated with Operator ("Affiliates"), or merely in a business relationship with Operator ("Business Partners"). Operator’s Service Providers, Affiliates and Business Partners are intended third-party beneficiaries of these Terms of Use. This Site is not directed to or intended for individuals under 18 years of age.

2. Changes in Terms. Operator may change these Terms from time to time, with notice given to those completing a registration process ("Registered Users"). Your continued use of the Site after any changes, which use is represented by logging in to the Site, constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use the Site and do not download materials from it.

3. Changes in Site(s). Operator may terminate, remove, modify, change, suspend or discontinue any aspect of the Site which it controls, including the availability of any features or content. Service Providers, Affiliates and Business Partners may also terminate, remove, modify, change, suspend or discontinue any aspect of the Site which they control, including the availability of any features or content. Operator may impose limits on certain features and services, or terminate or restrict your access to part or all of the Site without liability, provided that Registered Users will receive notice. Operator may also without liability: (a) remove, modify or otherwise change any user’s Site access for material breach of this Agreement; (b) supplement or make changes to its user access or security procedures with notice to Registered Users; and (c) change the type or location of Operator equipment, facilities or software used by it in providing access provided that no such action shall have the effect of amending or otherwise affecting the parties’ respective obligations under any contract with Operator or its Affiliates. All obligations created before termination shall survive termination.

4. Privacy Policy. Operator’s Privacy Policy, incorporated by this reference, describes the type of information Operator collects when you visit the Site(s) and how it uses that information. Please see the Privacy Policy on the Operator’s website for more information at www.aclate.com.

5. Proprietary Rights. Unless Operator or one of its Service Providers, Affiliates or Business Partners specifically agrees otherwise, the following terms apply to all activity on the Site.

(a) Confidentiality. The following restrictions apply to use of material on the Site: (i) if any information is marked "Proprietary" or "Confidential" or words of like import, you will hold such information in confidence, use it exclusively in connection with the activities for which you are authorized on the Site, and not publish or otherwise disclose it to others; (ii) if any information contains restrictions on use or disclosure, you will comply with the restrictions; and (iii) you will keep all restrictive language intact in all copies.

(b) Copyrights. Operator and its Service Providers, Affiliates and Business Partners each reserve copyrights in all content that each provides to the Site, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their coordination, selection and arrangement. You may not prepare derivative works based upon such content, nor may such content be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without prior written permission of the copyright owner. No such activity may be competitive with or derogatory to Operator, its Service Providers, Affiliates or Business Partners. All copyright or other proprietary notices must be kept intact. You may not distribute any of the content of the Site to any other person unless that person accepts all obligations under these Terms. Any copyright owner consent may be revoked at any time, and such consent does not include consent to republish Site information on any other Internet, Intranet or Extranet site or to incorporate the information in any other database or compilation, unless expressly given in writing. Any other use of the content of this Site is strictly prohibited. You further agree that you will not extract, collect or harvest, through electronic means or otherwise, any data or data fields from this Site, including but not limited to personally identifiable information of any other user of the Site, or the names of customers Operator or its Affiliates, Services Providers, or Business Partners.

(c) Trademarks. No trademark, service mark, certification mark, collective mark or trade dress (collectively "Trademarks") owned by Operator, Service Providers, Affiliates or Business Partners may be copied, imitated, or used, in whole or in part, without prior written permission of the owner of the relevant Trademark. All page headers, custom graphics, and button icons may be Trademarks owned by Operator, Service Providers, Affiliates or Business Partners which may not be copied, imitated, or used, in whole or in part, without the relevant owner’s prior written permission. No rights to use any Trademarks are granted under these Terms. Certain company names and products mentioned on the Site may be claimed as Trademarks by their respective owners, who may not be affiliated with Operator, Service Providers, Affiliates or Business Partners.

(d) Patents. Some products and processes used on the Site may be covered by, or may be subject to, one or more patents and are subject to other trade secret and proprietary rights. Operator, Service Providers, Affiliates and Business Partners reserve all such rights. You agree not to infringe upon such rights or decompile, reverse engineer, or disassemble any of the products or processes on the Site.

(e) Software. Any software, including any files, images generated by the software, code, and data accompanying the software (collectively, "Software"), used or accessible through the Site may be used by you solely for accessing and using the Site for purposes expressly stated on the Site or in an applicable written document, provided that such uses are not competitive with or derogatory to Operator or its Service Providers, Affiliates or Business Partners. Operator and its Service Providers, Affiliates and Business Partners retain full and complete title to and all intellectual property rights they may own in the Software. You agree not to copy, distribute, sell, modify, decompile, reverse engineer, disassemble or create derivative works based upon any Software.

6. User Conduct - Security In using the Site, you agree not to:

(a) disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked websites;

(b) disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked websites;

(c) upload, post, or otherwise transmit through or on the Site any viruses or other harmful, disruptive or destructive files;

(d) use or attempt to use another’s account, service or system without authorization from Operator or create or use a false identity on any Site;

(e) transmit through or on the Site spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings;

(f) attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access ("Limited Access Areas");

(g) grant access to or use of any Limited Access Areas of the Site to any third party without Operator’s prior consent (evidenced by Operator’s issuance of valid user name and password); or

(h) use the user name or password of any other person at any time.

You also agree to keep any user name and password issued to you safe from disclosure to third parties, and to be responsible for all actions and communications undertaken or transmitted under your account.

7. User Conduct - Online Communities and Other Interactive Areas. The Site may contain areas where you may post and share comments with other Site users on a variety of subjects. You agree that you will not post or otherwise disseminate on or through the Site unlawful, harassing, libelous, tortious, abusive, offensive, threatening, or obscene communications or material of any kind, or materials which infringe or violate any third party’s copyright, trademark, trade secret, privacy or other proprietary or property right, or that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; or, that are otherwise objectionable, including without limitation, content that evidences bigotry, racism, sexism, or hatred, or that promotes or conveys information about illegal activities or harm against anyone. Operator reserves the right but not the obligation to remove any materials it deems objectionable. You agree to hold harmless Operator and its Affiliates, Service Providers and Business Partners from all claims based upon communications made or materials posted by others or the use by third parties of any Site.

8. Links and Third Party Content.

(a) Links to Other Websites. The Site may from time to time contain links to other websites or other Internet information sources ("Third Party Sources"). These links are provided as a convenience and do not constitute an approval, endorsement, sponsorship or recommendation by Operator of -- or responsibility for -- the third parties or the linked Third Party Sources or any content, services or products available on or through such Third Party Sources.

(b) Third Party Content. Any Site may contain material, data or information provided, posted or offered by third parties, including but not limited to advertisements and postings in online community discussions. You agree that neither Operator nor its Service Providers, Affiliates or Business Partners shall have any liability whatsoever to you for any such third party material, data or information.

9. Disclaimers. Unless Operator or one of its Service Providers, Affiliates or Business Partners agrees otherwise in a separate writing, the following terms apply to all activity on the Site.

(a) THE SITE, ITS CONTENT AND THE AVAILABILITY OF LISTED PARTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND/OR ITS CONTENT IS AT YOUR SOLE RISK.

(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OPERATOR AND ITS SERVICE PROVIDERS, AFFILIATES AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF ANY SITE WILL NOT EXPAND OPERATOR’S LIABILITY BEYOND THE LIMITS OF ANY CONTRACT UNDER WHICH ACCESS HAS BEEN GRANTED. YOU UNDERSTAND AND AGREE THAT OPERATOR IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM, LOSS OF DATA OR MISDELIVERIES THAT RESULT FROM USE OF THE SITE OR DOWNLOAD OF ANY CONTENT, DATA AND/OR SOFTWARE FROM THE SITE. OPERATOR ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, COMPATIBILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE THROUGH THE SITE. OPERATOR AND ITS SERVICE PROVIDERS, AFFILIATES AND BUSINESS PARTNERS DO NOT MAKE ANY WARRANTY THAT ANY SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.

(c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN AN APPLICABLE WRITTEN CONTRACT.

10. Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL OPERATOR OR ITS AFFILIATES, SERVICE PROVIDERS, BUSINESS PARTNERS, VENDORS, OR SUPPLIERS BE LIABLE FOR ANY CLAIM BY ANY PARTY OTHER THAN OPERATOR FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE ANY SITE OR ANY CONTENT CONTAINED ON ANY SITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION 10 AND SECTION 9 ABOVE SHALL ALSO APPLY TO PROTECT THE PARENTS AND SUBSIDIARIES OF OPERATOR AND ITS AFFILIATES, SERVICE PROVIDERS, BUSINESS PARTNERS, VENDORS, AND SUPPLIERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THEM, WHO ARE THIRD PARTY BENEFICIARIES OF THIS AGREEMENT FOR THIS PURPOSE, AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. General.

(a) International. Your access to any Site from territories where its contents may be illegal is prohibited.

(b) Compliance with Export Control Laws. All transactions and other activity on any Site shall at all times be subject to and conditioned upon compliance with all applicable export control laws and regulations and any amendments thereof of the USA and user’s country. User hereby agrees that it shall not, except as said laws and regulations may expressly permit, make any disposition by way of transshipment, re-export, diversion or otherwise, of technical information (including but not limited to technical data and software) made available on or through any Site, or the direct product thereof, other than as permitted by applicable export control laws and regulations. Additional export restrictions, including those relating to nuclear technical data, information, software, assistance and services, may also apply, as stated in the Terms of Use or Supplemental Terms of Use for a particular Site or any applicable agreement. All obligations in this paragraph survive any termination of Site access, and discharge of any other contract obligations.

(c) Applicable Law. These Terms shall be governed by and construed in accordance with the laws of the State of Texas, and the federal laws of the United States of America, without giving effect to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the State of Texas for any disputes arising from or related to any Site or these Terms. You also agree that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this Site.

(d) Enforceability. These Terms are not intended to alter the terms or conditions of any other agreement you may have with Operator or its Service Providers, Affiliates or Business Partners to the extent that those agreements govern issues other than your use of the Site, nor any agreements that they may have with one another. Should any provision in these Terms be found invalid or unenforceable for any reason, that provision shall be deemed severable from the Terms and shall not affect the validity or enforceability of the remaining provisions. You agree that any claim arising out of or related to the terms or your use of the Site must be filed within one year after it arose or be permanently barred.

Updated February 13, 2019

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