MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (the “Agreement”) is between the business or individual accepting this Agreement (the “Subscriber”) and Curley Enterprises LLC (“Company”).  Subscriber agrees to be bound by the terms of this Agreement by clicking “Accept” or otherwise downloading, installing, copying, or using the Service, and must accept this Agreement before doing so.

1.       DEFINITIONS 

• “Agreement” means this Master Subscription Agreement together with any Order Form to which it is appended.
• “Applicable Privacy Laws” means all applicable data protection legislation, regulations and rules related to data security, data integrity and the safeguarding of personal information and those data protection laws applicable to Company and Subscriber within the United States of America.
• “Documentation” means, collectively, technical information and materials, in written or electronic form, delivered with the Service by Company to Subscriber and that are intended solely for use in connection with the Service.
• “Fees” means the fees and charges specified in an Order Form, including any recurring, usage-based, and one-time charges.
• “Force Majeure Event” means any act or condition whatsoever beyond the reasonable control of and not occasioned by the fault or negligence of the affected party, including without limitation, acts of God, labor disruptions, acts of war, terrorism, supply chain failure, governmental regulations, power failure, earthquake, or other natural disasters; provided, however, that a party’s inability to pay amounts when due shall not be considered a Force Majeure Event. 
• “Modification” means a change or enhancement to the Service that is made by Company. “Order Form” means any validly executed Order Form between Company and the Subscriber.
• “Proprietary Information” means confidential or proprietary information of a Party relating to that party’s business or operations and with respect to Subscriber includes Subscriber Data and details of Subscriber’s internal operating environment and, in the case of Company, includes the technology underlying the Service, the Documentation (including any complete or partial copies thereof), the concepts, techniques, ideas, and know-how embodied in the Service.
• “Service” means all products and services specified and agreed upon in this Agreement, to be delivered by Company to Subscriber hereunder, but excluding any third-party products or services.
• “Subscriber Data” means any data, information or material provided or submitted by Subscriber or Users to the Service in the course of using the Service, together with any Subscriber output resulting from Subscriber’s usage of the Service. Subscriber Data is at all times owned by Subscriber.
• “Third Party Service Provider” means a third party used to provide services to support the Company’s service offerings.  Examples of Third Party Service Providers include technology service providers, weather service providers, State specific Departments of Transportations, or business process outsourcing service providers.
• “Updates” means all upgrades, modified versions, or updates, to the Service whether provided to the Subscriber by Company through maintenance and support services or otherwise at any time.
• “Use” means to directly or indirectly load, execute, access, employ, utilize, store, or display the Service.
• “User(s)” means Subscriber employees (and any contractors of Subscriber for whom access is requested by Subscriber) who are authorized to Use the Service and have been supplied user identifications and passwords by Subscriber (or by Company at Subscriber’s request).

2.       LICENSE GRANT, SERVICES

• Subject to the terms and conditions of this Agreement (including the obligation to pay the Fees) Company hereby grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to Use the Service during the Term in the United States, solely for Subscriber’s internal business purposes. All rights not expressly granted to Subscriber are reserved by Company.

• Company will provide certain services as set out in a mutually agreed addendum or statement of work incorporated by reference into this Agreement and which sets out the Subscriber’s project-specific activities, together with the associated deliverables, work effort, resources and costs. Expiration or termination of this Agreement shall result in the automatic termination of all estimates or statements of work then in effect.

• Company will use commercially reasonable efforts to provide the Service to Subscriber twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there will be interruptions of Service.  The Service may be unavailable from time-to-time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Company’s reasonable control.  Temporary service interruptions or outages for such reasons, as well as service interruptions or outages caused by Subscriber, Users, or by a Force Majeure Event, shall not constitute a failure by Company to perform its obligations under this Agreement.

• Company, in its discretion, may supply an Update to the Service from time to-time either automatically or Subscriber may be required to accept these Updates to continue using the Service. Company may not support older versions of the Service.  Subscriber is solely responsible for obtaining all devices, equipment, and services (e.g., Internet connectivity) necessary to access and use the Service.  Company may, in its sole discretion, modify the devices, equipment, and services that are compatible with the Services. 

3.       RESTRICTIONS ON USE

• Subscriber is responsible for all activity occurring under its User accounts to the Service, including any unauthorized access to or use of the Service that arises through Subscriber’s accounts, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Use of the Service, including those related to Applicable Privacy Laws, international communications and the transmission of technical or personal data.

• Subscriber acknowledges that the Service and its structure, organization and source code constitute valuable trade secrets of Company. Accordingly, Subscriber agrees to not: (a) modify, adapt, alter, translate, or create derivative works from the Service; (b) merge the Service with any other Service or software; or sublicense, lease, rent, loan, or otherwise transfer the Service to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service; (d) provide services to third parties using the Service (e.g. business process outsourcing, Service Bureau applications) or copy the Service; (e) frame or mirror and content on any other server or wireless or Internet-based device; or (f) remove, alter, or obscure any proprietary notices (including copyright notices) of Company incorporated with the Service.

• Subscriber may use the Service only for internal business purposes and shall not knowingly: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates any third party privacy rights; (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (e) attempt to gain unauthorized access to the Service or its related systems or networks.

• User and or location licenses cannot be shared or used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment, or otherwise changed job status or function and no longer Use the Service. Subscriber shall not provide false identity information to gain access to or Use the Service.  Subscriber shall notify Company immediately of any unauthorized Use of any password or account or any other known or suspected breach of security.

4.       COMPANY PROPRIETARY RIGHTS; SUBSCRIBER DATA SECURITY

• Company alone shall own all right, title and interest, including all related intellectual property rights, in and to the Service (specifically excluding all Subscriber Data) and any Feedback (as defined below) provided by Subscriber or any User relating to the Service. This Agreement is not a sale and does not convey to Subscriber any rights of ownership in or related to the Service or the intellectual property rights owned by Company. The Company name, logo, and product names associated with the Service are trademarks of Company or, and no right or license is granted to Use them.

• Company is responsible for maintaining a backup of Subscriber Data and for an orderly and timely recovery of such data in the event that the use of the Service may be interrupted. Company shall maintain daily backup images of all Subscriber Data that can be recovered within eight (8) hours during the following business day. Additionally, Company shall use commercially reasonable efforts to maintain the security of Subscriber Data, the security requirements of which are further described herein.

• Company may use data or information obtained through the Service to provide the Service, for research and development, or in aggregated and anonymized form to provide services generally; all subject to Applicable Privacy Laws. Information Company collects about Subscriber or Subscriber’s Users or customers is subject to Company’s Privacy Policy, which is accessible on Company’s website. The Privacy Policy may be updated or modified from time-to-time by Company, with or without notice to Subscriber.

• Subscriber must notify Company if Subscriber discovers a security breach involving Subscriber’s Use of the Service. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Subscriber Data or the physical, technical, administrative, or organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of Subscriber Data, Company shall, as applicable: (a) notify Subscriber as soon as practicable but no later than seventy (72) hours of becoming aware of such occurrence; and (b) reasonably cooperate with Subscriber in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Subscriber; (c) perform or take any other actions reasonably required to comply with applicable law as a result of the occurrence; (d) following receipt of a written request from Subscriber, provide to Subscriber a plan describing the measures Company will undertake to prevent a future occurrence.

5.       CONFIDENTIALITY

• During the Term and for a period of three (3) years thereafter, each Party shall keep confidential, shall not use for itself or the benefit of others, and shall not copy or allow to be copied, in whole or in part, any Proprietary Information other than as reasonably necessary to fulfill the terms of this Agreement or as permitted under the Applicable Privacy Laws. Neither Party shall, without the other Party’s prior written consent, disclose, provide, or make available any of the Proprietary Information of the other Party in any form to any person, except to its bona fide employees, officers, or directors whose access is necessary to enable such Party to exercise its rights hereunder.

• Each Party agrees to take all reasonable steps and the same protective precautions to protect the Proprietary Information of the other Party from disclosure to third parties as with its own proprietary and confidential information.

• The obligations of confidentiality imposed upon the parties by the foregoing paragraph shall not apply with respect to any alleged Proprietary Information which: (a) is known to the recipient thereof prior to receipt thereof from the other Party hereto; (b) is disclosed to said recipient by a third party who has the contractual right to make such disclosure; (c) is or becomes a part of the public domain or public knowledge through no fault of said recipient; (d) is independently developed by the recipient without reference to the disclosing Party’s Proprietary Information; or (e) is required to be disclosed under operation of law, as long as the Party affected has the opportunity to apply to the applicable legal entity for a protective order.

• Each Party will use the same degree of care to protect the other’s Proprietary Information as it uses to protect its own Proprietary Information of like nature, but in no circumstances less than reasonable care. In accordance with the Applicable Privacy Laws, Company shall implement appropriate physical, organizational, and technological measures to ensure the security and confidentiality of all Subscriber Data in its possession from time to time, including, protecting against any anticipated threats or hazards to the security or integrity of the Subscriber Information, and protecting against unauthorized access to or use of the Subscriber Data that could result in substantial harm or inconvenience to the Subscriber. Each Party will take appropriate action to address incidents of unauthorized access to the other’s Proprietary Information, including promptly notifying the other of the unauthorized access.

• Upon the expiration or termination of the Agreement, or on completion of a Party’s obligations under the Agreement, each Party shall use its commercially reasonable best efforts to return, or destroy, or cause to be returned or destroyed, in a prompt manner, all materials in any medium that contain, refer or relate to the Proprietary Information of the other Party.

• Subscriber may provide, or Company may invite you to provide, comments or ideas about the Service or possible improvements (“Feedback”). By submitting any Feedback, Subscriber agrees that (a) Feedback is not Confidential Information; (b) Feedback is not subject to any use or disclosure restrictions (express or implied); (c) Subscriber claims no rights to Feedback; and (d) Company has no obligation to notify or compensate Subscriber in connection with disclosure or use or Feedback.

6.       PAYMENT, TAXES AND RENEWALS

• Subscriber shall pay all Fees to Subscriber’s account in accordance with the pricing terms set forth in the applicable Order Form. All Fees are payable within thirty (30) days after the date appearing on the invoice. Unpaid balances are subject to monthly interest at a rate equal to the lesser of: (a) one and one-half percent (1.5%) per month compounded monthly; or (b) the highest rate allowed by law, until paid in full.

• Subscriber shall pay all applicable federal, state and municipal/county taxes on the Fees, including duties and tariffs, imposed upon this Agreement, the possession or use of the Services. All Fees stated on the Order Form are exclusive of taxes. If applicable laws require the withholding of taxes under this Agreement, Company shall notify Subscriber, make the applicable withholding and remit the required tax to the appropriate government authority. Subscriber agrees to provide Company with complete and accurate billing and contact information. This information includes Subscriber’s legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. Subscriber agrees to update this information and to notify Company of any change within thirty (30) days of any change of address.

• Subscriber must notify Company of any billing errors within 90 days from when an error appears on an invoice, after which time period Subscriber waives all claims against Company resulting from any such errors.

7.       TERM AND TERMINATION

• The “Initial Term” is the time period set forth on the Order Form. If no Initial Term is specified in an Order Form, the Initial Term is month-to-month.  Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one-month terms (each a “Renewal Term,” collectively with the Initial Term, the “Term”), unless either Party elects to not renew the Agreement by notice provided to the other at least thirty (30) days in advance of the expiration of the then-current Term.

• If the Initial Term is equal to or longer than twelve (12) months, either Party may elect to not renew this Agreement by giving at least ninety (90) days’ written notice to the other Party prior to the end of the then-current Order Term.

• Company may suspend the Services or terminate this Agreement at any time prior to the expiration of the then-current Term if: (a) Subscriber defaults in any payment due to Company and such default continues unremedied for ten (10) days after written notice thereof; (b) Subscriber is in default with respect to any other provision of this Agreement and such failure or default continues unremedied for at least thirty (30) days after receipt of written notice. In such instance, Company, in its sole discretion, may terminate Subscriber’s password, account or Use of the Service. Notwithstanding the foregoing, nothing in this Section 7.3 shall in any way limit the continued access rights that Subscriber shall have to retrieve its data, as provided for within Section 7.6 below.  In addition, Company may immediately suspend the Services, with or without notice to Subscriber, for any illegal, fraudulent or improper use of the Services.

• Subscriber may terminate this Agreement at any time prior to the expiration of the then-current Term if Company has breached (and has failed to cure said breach within thirty (30) days after receipt of written notice from Subscriber).

• This Agreement terminates automatically, with no further action by either Party, if (a) a receiver is appointed for either Party or its property; (b) either Party makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against either Party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a reorganization of such Party’s debts, and such proceeding is not dismissed within 90 calendar days of its commencement; or (d) either Party is liquidated or dissolved.

• Upon termination of this Agreement, Subscriber’s license to Use the Service shall be revoked. Subscriber shall immediately cease Use of the Service. Termination of this Agreement shall not relieve Subscriber from its obligations arising hereunder before termination, including but not limited to the responsibility for paying previously accrued Fees. Company will have no obligation to maintain or provide any Subscriber Data, and will thereafter delete or destroy all copies of Subscriber Data within the Service or otherwise within our possession or control, unless legally prohibited.

• The obligation to pay all accrued Fees, each Party’s proprietary rights, indemnification, limitation of liability and the confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either Party for any reason.

• Subscriber agrees and acknowledges that Company has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, if Subscriber has materially breached this Agreement, and such breach has not been cured within thirty (30) days of notice of such breach.

8.       REPRESENTATIONS AND WARRANTIES

• Company represents and warrants that: (a) Company exists under the laws of its own jurisdiction and is not under any contractual obligation that would preclude it from entering into this Agreement; (b) it has full power and authority to grant to the Subscriber the rights granted hereunder; (c) it has not placed, nor is Company aware of, any disabling code or any viruses in the Service which would alter, destroy, or inhibit the Service, or its use by Subscriber; and (d) Company personnel will exercise due care in the provision of any services.

• Subscriber represents, warrants and covenants to Company as follows: (a) Subscriber exists under the laws of its own jurisdiction and is not under any contractual obligation that would preclude it from entering into this Agreement or would interfere with the use of the Subscriber Data provided under this Agreement; (b) Subscriber owns, has properly licensed all rights in, or has obtained customer consent to Use the Subscriber Data at all times during the Term as contemplated by this Agreement; (c) the Subscriber Data is not, nor will be, in violation of any United States laws or third party intellectual property rights; (d) all Subscriber Data and Subscriber’s use of the Service does and will comply with all applicable United States laws, including Applicable Privacy Laws.

• THE SERVICES IS PROVIDED TO SUBSCRIBER “AS-IS” AND “AS-AVAILABLE.” COMPANY IS NOT RESPONSIBLE FOR ANY DISCLOSURES, MODIFICATIONS, DELETIONS, OR OTHER ERRORS THAT ARISE IN CONNECTION WITH SUBSCRIBER’S USE OF THE SERVICE BASED ON INTERACTION WITH OUT APPLICATIONS OR CONTENT. THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY COMPANY WITH RESPECT TO THE SERVICE AND ANY PART THEREOF. COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SECURITY, NON-INFRINGEMENT, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR- FREE.  COMPANY DOES NOT GUARANTEE ANY RESULTS FROM THE SERVICES AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN RESPECT OF RESULTS OF THE SERVICES.  IN ADDITION, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT COMPANY’S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO SUBSCRIBER UNDER THIS AGREEMENT, AND COMPANY DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR IMPLIED.

9.       INDEMNIFICATION

• Subscriber shall defend and hold Company, and, its parent organizations, subsidiaries, affiliates, officers, directors, employees, and agents (the “Company Indemnified Parties”) harmless from and against any and all third party claims, and shall indemnify the Company Indemnified Parties against any and all costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) agreed in a settlement by Subscriber or awarded by a court of competent jurisdiction to the third party claimant where the claim is arising out of or in connection with: (a) Subscriber’s and its Users’ use of the Service; (b) violation by Subscriber of Subscriber’s representations and warranties; or (c) a claim arising from the breach by Subscriber or Subscriber’s Users of this Agreement.

• Company shall defend and hold Subscriber, its officers, directors, employees, and agents (the “Subscriber Indemnified Parties”) harmless from and against any and all third party claims, and shall indemnify the Subscriber Indemnified Parties against any and all costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) agreed in a settlement by Company or awarded by a court of competent jurisdiction to the third party claimant where the claim is arising out of or in connection with: (a) an allegation that the Service infringes a United States copyright, any patent issued as of the Effective Date, or a trademark of a third party; or (b) a third party claim, which if true, would constitute a violation by Company of its representations or warranties; provided that Subscriber. Company shall have no indemnification obligation, and Subscriber shall indemnify Company pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Subscriber’s Subscriber Data, products, Service, and hardware or business process not intended by Company.

• Should the Service or any part thereof become or, in Company’s opinion, be likely to become, the subject of a claim of infringement, Company may, at its own expense and option, either: (a) procure for Subscriber the right to continue using such Service; or (b) replace the same with non-infringing components or modify the Service so that it becomes non-infringing. If neither of these options is commercially reasonable, Company may terminate this Agreement and require that use of the Service be terminated and, refund to Subscriber all pro-rated, prepaid Fees associated with the remaining unused portion of the then-current Term. Company shall have no obligation for any such claim based on Subscriber modification of the Service, its combination, operation, or use with equipment, data, or Service not approved by Company or as a result of any combination with or use of the Subscriber Data. This paragraph states Company’s entire obligation regarding infringement or the like, and the indemnification provisions of this Section 8 shall be the sole and exclusive right and remedy of each Party.

• The indemnified party shall: (a) give prompt notice of a claim promptly to the indemnifying party; (b) give the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party may not settle or defense any claim unless the indemnified party is released of all liability and such settlement does not affect the indemnified party’s business or Service; and (c) provide the indemnifying party reasonable information and assistance.

10. LIMITATION OF LIABILITY

• IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ITS USERS, OR ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF SUCH PARTY RECEIVED ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY (EXCEPT AND EXPRESSLY STATED HEREIN), WHETHER OR NOT ANY OF THE MATTERS AFORESAID ARISES IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR MISREPRESENTATION OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER GENERAL LAW OR ANY OTHER LEGAL THEORY.

• COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR MISREPRESENTATION OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER GENERAL LAW OR ANY OTHER LEGAL THEORY WILL NOT EXCEED THE FEES PAID TO COMPANY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

11.    NOTICE; CONSENT TO COMMUNICATIONS. 

• Company may give notice by means of a general notice on the Service; electronic mail to Subscriber’s e-mail address on record in Company’s account information, or by written communication sent by first class mail or pre-paid post to Subscriber’s address. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing. Subscriber may give notice to Company (such notice shall be deemed given when received by Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to Company at 2630 Norris Rd, Laramie, WY 82070.
• Subscriber hereby authorizes Company to communicate with Subscriber electronically or otherwise using the contact information Subscriber provided to Company (e.g., without limitation, via Subscriber’s account, the Internet, email, text, or live agent or automated calls to a mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry).  Subscriber is responsible for any fees charged by Subscriber’s communications provider for phone, text, or email communications that are enabled through use of the Service.
• Use of Logo. The Company grants the Subscriber permission to use any name or logo of the Company in any marketing materials of the Subscriber. The Subscriber grants the Company permission to use any name or logo of the Subscriber in any marketing materials of the Company.

12. DISPUTE RESOLUTION; GOVERNING LAW; CLAIMS LIMITATIONS.

• Any controversy or claim arising out of or relating to this Agreement or involving any dispute regarding the interpretation or breach of this Agreement shall be resolved as follows: (a) upon written request of either Party, both parties shall appoint a designated representative whose task it will be to meet for the purpose of resolving such dispute; (b) formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) the designated representatives concluding in good faith that amicable resolution through continued negotiations does not appear likely; or (ii) the expiration of the 30-day period immediately following the initial request to negotiate the dispute. If the parties are unable to resolve a dispute, a Party may pursue other available remedies.

• This Agreement shall be governed by the laws of Wyoming other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Wyoming. Any legal action brought under or in connection with the subject matter of this Agreement shall be brought only in the United States District Court of Wyoming or, if such court would not have jurisdiction over the matter, then only in an Wyoming State court sitting in Cheyenne, Wyoming.  Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this Agreement in the Federal or state courts sitting in Cheyenne, Wyoming, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. Any claim that Subscriber wishes to assert under this Agreement must be initiated not later than one (1) year after the claim arose. 

• IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, SUBSCRIBER AND COMPANY EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY.

13.    GENERAL. 

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement.  No provision of this Agreement may be waived except by a writing executed by the party against whom the waiver is to be effective.  A party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the party from enforcing any other provision of this Agreement.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original but all of which together will constitute but one and the same instrument.  This Agreement may be executed by facsimile, digital, scanned or .pdf signature, which in each case shall constitute an original for all purposes.  The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.  This Agreement may not be assigned by Subscriber or by operation of law to any other person, persons, firms, or corporations without the express written approval of Company, which consent shall not unreasonably be withheld.

14.   AMENDMENT. 

Company may modify this Agreement from time-to-time and will provide Subscriber with notice when these modifications occur (notification may be through the Service, email, a website, or other electronic means). Subscriber’s or its Users’ continued use of the Service indicates Subscriber’s acceptance of any modifications to this Agreement.  Subscriber must stop using and the Service if Subscriber does not agree to any modifications that are made to this Agreement.