2. Security and Data Protection

2.1 Data Protection: HCE will process personal data contained in the CLient's Content, and maintain appropriate technical and organizational measures (administrative, physical and technical safeguards), as set forth in the Privacy Policy.

2.2 Security of the Client's Content: The Client is solely responsible for the Client's Content. Except as provided by the Privacy Policy, the Client is responsible for protecting one's own Content, including any access to The Client's Content that the Client might provide to one's employees, customers or other 3rd parties, and when it is in transit to and from the Cloud Service. The Cloud Service provides the Client with certain software and functionality to help the Client protect the Client's Content from unauthorized access. The Client must take and maintain appropriate steps regarding the security, protection and backup of the Client's Content, which might include the use of encryption technology to protect the Client's Content from unauthorized access. The Client is responsible for providing any necessary notices to Users and for obtaining any legally-required consents from Users concerning their use of the Cloud Service. The Client is responsible for complying with any laws or regulations that might apply to Client's Content. The Client is responsible for any losses or other consequences arising from your failure to encrypt or back up the Client's Content.

3. Acceptable Use

3.1 General Restrictions: The Client and any Users accessing the Cloud Service through the Client may not resell or sublicense the Cloud Service or use or access the Cloud Service in a way prohibited by law, regulation, governmental order or decree; to violate any rights of others; to try to gain unauthorized access to, test the vulnerability of, or disrupt the Cloud Service or any other service, device, data, account or network; to spam or distribute malware; in a way that could harm the Cloud Service or impair anyone else's use of it; in a way intended to work around the Cloud Service's technical limitations, recurring fees or usage limits; or in any application or situation where failure of the Cloud Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage. The Client must ensure that one's Users comply with the terms of this Cloud Computing Agreement, and the Client agrees that if the Client becomes aware of any violation by one of the Client's Users, the Client will immediately terminate that User's access to the Client's Content. If HCE has reason to believe that the Client or the Client's Users have breached this Cloud Computing Agreement, we may review your use of the Cloud Service, including your account, the Client's Content, and your records, to verify your compliance with this Cloud Computing Agreement.

3.2 Content Restrictions: The Client will take steps to ensure that any User does not post content that: may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to anyone; may create a risk of any other loss or damage to any person or property; may constitute or contribute to a crime or an infringement of a right ; contains any information or content that is illegal, unlawful, harmful, abusive, pornographic, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating or threatening to other people; or contains any information or content that the Client does not have a right to make available under any law or under contractual or fiduciary relationships. The Client is responsible for any software, product or service that a third party licenses, sells or makes available to the Client that one installs or uses with the Cloud Service. The Client's use of that software, product or service is governed by separate terms between you and that third party. HCE is not a party to and are not bound by any of those separate terms. The Client represents and warrant that The Client's Content does not and will not violate any third-party rights, including any Intellectual Property Rights, and rights of publicity and privacy. The Client will ensure that the Client's use of the Cloud Service complies at all times with your privacy policies and all applicable laws and regulations, including any encryption requirements.

3.3 Acceptable Use Violations: If the Client becomes aware that any of the Client's Content or any User's access to or use of the Client's Content violates Sections 3.1 or 3.2, the Client will take immediate action to remove the applicable part of the Client's Content or suspend the User's access. HCE may also ask the Client to take action within a certain time period, and if the Client fail to comply with the request, HCE may suspend the Client's account pursuant to Section 6.

3.4 Notification of Infringement Concerns: If the ones believes that their copyrighted work has been copied and is accessible on the Cloud Service in a way that constitutes copyright infringement, they are encouraged to send a notice to our copyright agent providing the following information: (1) a description of the copyrighted work that you claim has been infringed and a description of the infringing activity, (2) a description of the location of the material that you claim is infringing is located, such as the URL where it is posted, (3) your name, address, telephone number and email address, (4) a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law (5) a statement made by you, under penalty of perjury, that the above information in your notice of infringement concerns is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf, and (6) your electronic or physical signature, as the copyright owner or as the person authorized to act on the owner's behalf. HCE (Host Color LLC) copyright agent for notice of claims of copyright infringement can be reached as set in the DMCA Notice web page of this Legal section. Solely for purposes of reporting copyright infringement, please contact HCE's copyright agent as specified on the DMCA Notice page.

4. Intellectual Property

4.1 Ownership of Service Offering: HCE and our licensors own and retain all right, title and interest in and to the Cloud Service, including all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein. This includes any information that HCE collects and analyzes in connection with the Cloud Service, such as usage patterns, user feedback and other information to improve and evolve HCE software products and services offerings. The Client's rights to use the Cloud Service are limited to those expressly granted in this Cloud Computing Agreement. No other rights with respect to the Cloud Service, or any related Intellectual Property Rights are implied.

4.2 Ownership of the Client's Content: The Client and the Client's authorized Users retain all right, title and interest in and to the Client's Content and all Intellectual Property Rights therein. HCE rights to access and use the Client's Content are limited to those expressly granted in this Cloud Computing Agreement. No other rights with respect to the Client's Content or any related Intellectual Property Rights are implied.

5. Service Orders, Delivery, Payment and Taxes

5.1 Service Orders: All Service Orders drafted, delivered or sent to the Client are subject to the terms of this Cloud Computing Agreement and are not binding until accepted by HCE. HCE is not required to provide any Cloud Service to the Client until the Client provides all information required by HCE for processing the Client's Service Order. The Client's Order will be deemed accepted when we authorize the purchased Cloud Service for the Client's login credentials.

5.2 Delivery: When HCE accepts the Client's Service Order for the Cloud Service, HCE will deliver the corresponding login credentials to the Client by email to the address associated with the Client's Account.

5.3 Direct Orders: This section applies only to Service Orders and purchases the Client makes directly with HCE. HCE authorized Partners or Resellers might specify similar terms when the Client makes a Service Order or purchase through them.

5.3.1 Subscription-based Cloud Service Orders: For Subscription-based Cloud Service Orders placed on HCE website, the Client must submit only an initial Cloud Service Order. HCE is not required to obtain a subsequent purchase order from the Client to invoice the Client for the monthly service fee that occurs after the initial Service Order is billing.

5.3.2 Invoicing and Payment. We will bill you as specified in the Service Description. You will pay all fees for use of the Service Offering in the amount and currency specified in your invoice by one of the payment methods that we support as specified in the Service Description, and in any event no later than 30 days after the date of the invoice.

5.3.2.1 Payment of on-demand Cloud Services: The Client shall pay in advance, prior the start of the next billing cycle, all the applicable fees for the upcoming service period, based on the Client's actual metered usage of the Cloud Service.

5.3.2.1 Payment of subscription-based Cloud Services: The Client shall pay in advance the applicable fees due for the monthly or prepaid Cloud Services. The Client shall be issued an invoice and expected to pay all the applicable monthly fees for any metered usage services and products after the end of the billing cycle. The applicable fees for the Cloud Service will be governed by the then-current applicable price list, at the time of invoicing. HCE may increase or add new fees for the Cloud Service by notifying the Client 30 days in advance.

5.3.3 Taxes: Cloud Service fees are exclusive of Taxes. "Taxes" means any sales, VAT and other taxes, fees and charges imposed by any government or other authority. The Client shall pay or reimburse HCE for all taxes arising out of the transactions contemplated by this Cloud Computing Agreement. If The Client is required to pay or withhold any tax for payments due under this Cloud Computing Agreement, the Client shall gross up one's payments to HCE so that we receive sums due in full and free of any deductions. If the Client is required to pay any tax to a taxing authority, the Client will also provide documentation to HCE (Host Color LLC) showing that he paid those taxes to the relevant taxing authority. The Client hereby confirm that Host Color LLC can rely on the name and address the Client provides to us when one agrees to the Cloud Service or in connection with the Client's payment method, as being the place of supply for sales tax and income tax purposes or as being the place of supply for VAT purposes where you have established your business.

6. Cloud Service Suspension and Temporary Suspension

6.1 Generally. HCE may suspend the Client's use of the Cloud Service if HCE reasonably determines that: payment for the Cloud Service is not received within 5 business days from the date on which payment is due; the Client, or the Client's use of the Cloud Service is, in breach of this Cloud Computing Agreement; the Client fail to address HCE request to take action as specified in Section 3.3; The Client use of the Cloud Service poses a security risk to the Cloud Service or other users of the Cloud Service; or when suspension is required pursuant to our receipt of a subpoena, court order, or other request by a law enforcement agency. HCE will give the Client notice before we suspend, subject to applicable law, and unless we reasonably determine that providing the notice presents risk of harm to the Cloud Service or any person or property.

6.2 Effect of Suspension: The Client will remain responsible for all fees incurred before or during any suspension. The Client shall not be entitled to any service credits under any applicable Service Level Agreement that you might have otherwise accrued during the period of suspension.

7. Cloud Computing Agreement Term and Termination

7.1 Term of Cloud Computing Agreement. This Cloud Computing Agreement will be in effect until it is terminated as permitted herein or under the Cloud Service Description. For Subscription-based Cloud Services, the subscription will automatically renew as specified in the Cloud Service Description, unless terminated as permitted therein.

7.2 Termination for Cause: HC may terminate this Cloud Computing Agreement effective immediately upon sending you an email notice if you: breach any provision of Sections 3.1 or 3.2; do not resolve the underlying cause resulting in a suspension of your Account pursuant to Section 6.1 (other than suspension due to a subpoena, court order, or other request by a law enforcement agency) within 5 days after your account is suspended; (c) commit a material breach of this Cloud Computing Agreement that cannot be cured; or (d) terminate or suspend your business.

7.3 Termination for Insolvency: HCE may terminate this Cloud Computing Agreement effective immediately upon sending you an email notice if the Client: become insolvent, admit in writing your inability to pay the Client's debts as they mature, or make an assignment for the benefit of creditors; or become subject to control of a trustee, receiver or similar authority or any bankruptcy or insolvency proceeding.

7.4 Effect of Termination: Upon the effective date of termination of this Cloud Computing Agreement for any reason: all rights granted to the Client under this Cloud Computing Agreement, including the Client's ability to access the Cloud Service, will immediately terminate; and the Client must promptly discontinue all use of the Cloud Service and delete or destroy any of our confidential information. Deletion and retrieval of the Client's Content will be handled as set forth in the Privacy Policy. Section 3 (Acceptable Use), 4 (Intellectual Property Ownership), 5 (Orders, Delivery, Payment and Taxes), 7 (Term and Termination), 9 (Disclaimer), 11 (Limitation of Liability), 12 (Confidential Information), 13 (General), 14 (Definitions), 15 (Provisions for Specific Data Centers), and the Privacy Policy will survive the termination of this Cloud Computing Agreement. Termination of the Client's use of the Cloud Service (except to the extent that the termination is permitted under Sections 10.3 and 13.3 of this Cloud Computing Agreement will not entitle the Client to any refunds, credits, or exchanges, and the Client will be liable for all usage and other fees incurred up to the termination effective date, including any monthly billing fees for the remaining term of a Subscription-based Cloud Service after the termination effective date.

8. Cloud Service Support and Subscription Services

8.1 Support Services: When applicable and subject to the terms of this Cloud Computing Agreement, HCE will provide technical and administrative support for the Cloud Service in accordance with the terms specified in the Cloud Computing Agreement. HCE will not not provide support to any end users of the Client's Content.

8.2 Support Requests and HCE Response: All the support request sent to HCE must be submitted in the HCE Account Management and Customer Support system at https://www.hostcoloreurope.cpm/accounts/. Once submitted the Support Requests are answered into the system and the Client receives a copy of the response on one's email. HCE is not responsible for non-delivery of any email copy and the Client is advised to use one's Account to monitor the correspondence.

9. Disclaimer: To the maximum extent permitted by applicable law, we and our licensors and service providers disclaim all warranties, whether express, implied, or statutory, including any warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non -infringement, and any warranties arising from course of dealing of course of performance, relating to the Cloud Service or any materials or services provided to you under this Cloud Computing Agreement. we and our Licensors and service providers do not warrant that the Cloud Service will be uninterrupted or free from defects, or that the Cloud Service will meet (or is designed to meet) your business requirements.

10. Indemnification

10.1 Indemnification by the Client: The Client will defend and indemnify HCE against any third party claim arising from or relating to: the CLient's Content; any infringement or misappropriation of any Intellectual Property Rights by the Client, Users or Client's suppliers in connection with the Client use of the Cloud Service; any violation of law by the Client or Users in connection with use of the Cloud Service; the Client's or Users' use of the Cloud Service in violation of this Cloud Computing Agreement, the Clients or Users' use of any 3rd Party Content or any action taken by HCE or VMware, as a provider of software licenses, with respect to the Cloud Service that is permitted by this Cloud Computing Agreement. We will provide the Client with notice of the claim within a reasonable period of time after learning of the claim; and reasonably cooperate in response to the Clients requests for assistance. The Client may not settle or compromise any indemnified claim without HCE prior written consent.

10.2 Defense and Indemnification: Subject to the remainder of this Section 10, we will defend the Client against an Infringement Claim and indemnify the Client from the resulting costs and damages finally awarded against the Client to that third party by a court of competent jurisdiction or agreed to in settlement; provided that the Client: promptly provide HCE with notice of any Infringement Claim; allow HCE sole control over the claim's defense and settlement, and any related action challenging the validity of the allegedly infringed patent, trademark or copyright; and reasonably cooperate in response to HCE requests for assistance. The Client may not settle or compromise any Infringement Claim without HCE prior written consent.

10.3 Remedies: If the Cloud Service becomes, or in HCE opinion is likely to become, the subject of an Infringement Claim, HCE will at its option and expense: procure the rights necessary for the Client to keep using the Cloud Service; modify or replace the Cloud Service to make it non-infringing; or terminate this Cloud Computing Agreement and refund any pre-paid fees for a Subscription-based Cloud Service pro-rated for its remaining term.

10.4 Exclusions: Notwithstanding Section 10.2, HCE shall have no obligation under the Section 10 or otherwise with respect to any claim or award based on: a combination of the Cloud Service with non-HCE data, products, business processes or content, including the Client's Content; use of the Cloud Service for a purpose or in a manner not specified in this Cloud Computing Agreement or the Cloud Service Description, or otherwise in a manner for which the Cloud Service was not designed; any modification of the Cloud Service made without our express written approval; or any Cloud Service provided on a no-charge basis, including an Evaluation Service as described in Section 1.5. This Section 10 states the Client's exclusive remedy for any infringement claims.

11. Limitation of Liability

To the maximum extend permitted by law, in no event will HCE be liable for any lost profits of business opportunities, loos of use of the Cloud Service or the CLient's Content, loss of revenue, loss of goodwill, business interruption, loss of data, or any indirect, special, incidental or consequential damages under any theory of liability, whether based in contract, tort negligence, product liability or otherwise. In any event, our liability under this agreement will not, regardless of whether the claim is based on contract, tort, strict liability or otherwise, exceed the greater of: (a) the aggregate fees paid to HCE for the Client's access to and use of the Cloud Service in the twelve (12) months prior to the event giving rise to the claim, or (b) five thousand euros (€5,000), regardless of whether we or our licensors or service providers have been advised of the possibility of those damages and regardless of whether any remedy fails of its essential purpose. The limitations of liability in this Section 11.1 will not apply to (a) HCE indemnification obligations under this agreement or (b) any liability which may not be excluded by applicable law.

HCE licensors and service providers shall have no liability of any kind under this Cloud Computing Agreement. The Client may not bring a claim under this Cloud Computing Agreement more than twelve (12) months after the cause of action arises.

12. Confidential Information

12.1 Protection: A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Cloud Computing Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the confidential information for purposes of this Cloud Computing Agreement and who are under a duty of confidentiality no less restrictive than each party's duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party's confidential information.

12.2 Exceptions: The recipient's obligations under Section 12.1 with respect to any confidential information will terminate if the recipient can show by written records that the information: was already rightfully known to the recipient at the time of disclosure by the other party; was disclosed to the recipient by a 3rd party who had the right to make the disclosure without any confidentiality restrictions; is, or through no fault of the recipient has become, generally available to the public; or was independently developed by the recipient without access to, or use of, discloser's confidential information. The recipient may disclose confidential information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.

13. General

13.1 Assignment: The Client may not assign or transfer this Cloud Computing Agreement, in whole or in part, by operation of law or otherwise, without HCE prior written consent. Any attempted assignment or transfer without that consent will be void. Subject to these limits, this Cloud Computing Agreement will bind and inure to the benefit of the parties and their respective successors and assigns.

13.2 Notices: Any notice delivered by HCE to the Client under this Cloud Computing Agreement will be delivered by email to the email address associated with the Client's account or by posting on the Account Management & Customer Support Portal, except as otherwise set forth in this Cloud Computing Agreement. The Client will direct legal notices or other correspondence under this Cloud Computing Agreement (including under any Additional Terms) to HCE / Host Color LLC, 746 S Arnold St., South Bend, iN, 46619, United States.

13.3 Modifications: HCE may change periodically the Cloud Service, the terms of the Client's access to the Cloud Service, this Cloud Computing Agreement, the Cloud Service Description, the Privacy Policy, the Service Level Agreement or any other Agreement. It is the Client's responsibility to regularly check the Cloud Service in HCE website and Account Management and Customer Support Portal. HCE will notify the Client of any material, detrimental change to this Cloud Computing Agreement, the Cloud Service Description, the Privacy Policy, the Service Level Agreement or any other Agreement. In the case of a material, detrimental change to the Service Level Agreement, HCE will notify the Client at least 60 days prior to the effective date of the change. The modified Agreement, Cloud Service Description, Privacy Policy, Service Level Agreement or any other Agreement, as applicable, will become effective as of the date stated in that notification. If HCE makes a material, detrimental change to the Cloud Service (other than the termination or modification of any beta feature or functionality), this Cloud Computing Agreement, the Cloud Service Description, the Privacy Policy, the Service Level Agreement or any other Agreement, then the Client may terminate this Cloud Computing Agreement no later than 30 days after the effective date of the change. If the Client terminates this Cloud Computing Agreement pursuant to this Section 13.3, the termination will be effective as of the date HCE receives the Client's notification, unless the Client states in their notification an effective date that is later but within 45 days after we receive the Client's notification. If the Client terminates a Subscription-based Cloud Service, HCE will refund any prepaid fees, pro-rated for the remainder of the term, and less any discounts that would not be earned as of the effective date of the termination. The Client's continued use of the Cloud Service after the effective date of any modification to the Cloud Computing Agreement, the Cloud Service Description, the Privacy Policy, the 3rd Party Terms, the Service Level Agreement or any other Agreement will be deemed acceptance of the modified terms, as applicable.

13.4 Waiver: The waiver of a breach of any provision of this Agreement will not constitute a waiver of any other provision or any later breach.