BOARDPAQ TERMS OF SERVICE

Effective Date: April 26, 2019

BoardPaq, LLC, a Missouri limited liability company ("Boardpaq," "us," "we," or "our"), operates the website www.BoardPaq.com (the "Site") and a service (the "Service") accessible through a password-protected portion of a website application available on the Site (the "Web App"), or through the BOARDPAQ iOS application (the "iOS App") available in the Apple App store, through the BOARDPAQ Android application (the "Android App") available at Google Play, and/or through the BOARDPAQ Windows application (the "Windows App") available in the Microsoft store. Among other things, the Service allows an organization and its board members to organize, access and otherwise use information and materials related to board meetings.

These BoardPaq Terms of Service (collectively, "Terms of Service" or "Agreement") set forth the terms and conditions under which you may access and use the Site and the Service. Your use of the iOS App, Android App, or Windows App is licensed under a separate End User License Agreement ("EULA").

In this Agreement, we define the "Company" as the organization that is, or is becoming, a subscriber to the Service; and any person authorized by the Company to use the Service is an "Authorized User". Each Authorized User will have an account (each a "User Account") issued under the Company's account (the "Company Account"). The Company and Authorized User are jointly referred to as "you" or "your". "Administrator" refers to the individual(s) whom the Company has designated to control and administer the Company Account and the User Accounts under that Company Account.

BY ACCESSING, REGISTERING WITH OR USING THE SITE AND/OR SERVICE, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU ARE ESTABLISHING A COMPANY ACCOUNT AND/OR ARE AN ADMINISTRATOR OF A COMPANY ACCOUNT, YOU REPRESENT TO BOARDPAQ THAT YOU HAVE AUTHORITY TO BIND COMPANY TO THESE TERMS OF SERVICE, AND YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF COMPANY AND ON BEHALF OF YOURSELF. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS, REGISTER WITH, OR USE THE SITE OR SERVICE.

BoardPaq reserves the right to modify or change these Terms of Service at any time by posting the revised Terms of Service on this Site showing the effective date of the revised Terms of Service, or by providing notice to the Administrator(s) of your Company Account when they log in to the Service, by emailing Administrator(s) of the Company Account, or by other reasonable means. The most current version of these Terms of Service can be reviewed by clicking on the "Terms of Service" hypertext link located on the Site. Your continued access to and/or use of the Site or Service after BoardPaq posts any revised Terms of Service constitutes your agreement to any such revised Terms of Service.

PLEASE NOTE THAT, NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS OF SERVICE OR ON THE SITE OR SERVICE TO THE CONTRARY, THE SITE AND SERVICE ARE EACH PROVIDED WITHOUT ANY WARRANTIES AND SUBJECT TO LIMITATIONS ON BOARDPAQ'S LIABILITY. THESE TERMS ARE CONTAINED IN SECTIONS 11 AND 12 BELOW.

1. GENERAL USE AND RESTRICTIONS.

1.1. License to Authorized Users. Conditioned upon and subject to your strict compliance with these Terms of Service, and subject to these Terms of Service (including termination of the license): (a) BoardPaq grants you a personal, non-exclusive, non-transferable, limited license to access and use the Site; and (b) BoardPaq grants you, for the period of time that each Authorized User is authorized to access and use his or her User Account by Company during such Company's Subscription Period, a personal, non-exclusive, non-transferable, limited license to access and use features of the Service permitted under your Subscription (defined below) to organize, access and otherwise use information and materials related to board meetings, in each case (i) on behalf of Company, (ii) to the extent the applicable functionality is made available to you from time-to-time, and (iii) through the functionality of the Service, subject to earlier termination as set forth in these Terms of Service. If any User Account is terminated by BoardPaq or Company, or if a person has not been issued a User Account by BoardPaq or Company, such person does not have a license to access and/or use the Service.

1.2. Use of the Site or Service. You agree not to access and/or use the Site or Service for any purpose that is not expressly permitted by these Terms of Service, or is otherwise unlawful. You further agree to comply with all duties and obligations applicable to your access and use of the Site and Service, including all those applicable to the Internet, e-mail, privacy, copyrights and trademarks, data and the transfer of data from the country in which you reside, and any other applicable laws, statutes, ordinances, regulations, contracts and licenses.

1.3. Information Provided. If you provide any information (which, for these purposes, includes any personal information (defined in our Privacy Policy) and any other confidential or proprietary information) to us, you agree to provide only true, accurate, current and complete information. If you provide information to us about any third party, you represent and warrant that you are specifically authorized to provide such information to us so that we may use, process and transfer such information in connection with your and Authorized Users' use of the Site and Service in accordance with the Terms of Service. You assume all responsibility for your dissemination and use of the information you provide to us in connection with the Service. We will handle such information in accordance with our Privacy Policy, which is available at https://www.boardpaq.com/privacy and is incorporated herein by reference.

1.4. Restrictions. You agree not to (a) use any of BoardPaq's trademarks as metatags on other web sites; (b) use the Site or Service in any manner that is illegal or impairs the operation of the Site or Service or its availability or usage by others; (c) display any part of the Site or Service in frames (or any content via in-line links), provided, however, that if you opt to display certain portions of your Company Content publicly in accordance with Section 5.1, you may display that Company Content in frames or via in-line links; (d) make the Service available to any person other than an Authorized User; and/or (e) modify or otherwise create derivative works or improvements of or on the Site or Service. You further agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site or Service, and not to insert any code or product or manipulate the Site or Service in any way that affects the user's experience including taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Site or Service. You further agree not to use, upload, input or otherwise provide through the Site or Service any software or other technology, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (i) permit unauthorized access to, or to destroy, disrupt, disable, or otherwise harm or impede any computer, software, firmware, hardware, system or network, or any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (ii) prevent any person from accessing or using the Site or Service who has been authorized by us to do so (including any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Site or Service except for customary search engines used in accordance with automated instructions directed to search engines and available on the Site or Service).

2. THE SERVICE.

2.1. General. Portions of the Service available to different Authorized Users may vary. No Authorized User has access to all portions of the Service. You agree not to use or access, or attempt to use or access, any portion of the Service for which you are not intentionally given access to by us and/or Company, as applicable.

2.2. User Accounts. Company will be issued a Company Account that consists of one or more User Accounts that may be used to administer the applicable Company Account and to establish other User Accounts, subject to any limitations imposed by BoardPaq on the number of User Accounts permitted for each Company Account. Company will retain sole control over the operation, maintenance, management of, and access to and use of, the Service by its Authorized Users.

2.3. Access to User Account. An Authorized User may not authorize any other person to access and/or use his or her User Account. Accordingly, each Authorized User agrees to protect his or her username and password by, among other things, keeping such username and password confidential. If, notwithstanding the foregoing obligation, an Authorized User allows another person to use his or her username and/or password to access his or her User Account, you will be responsible for all use by that person using your User Account. You agree to (a) immediately notify BoardPaq of any unauthorized use of any Authorized User's password or any other breach of security, and (b) ensure that each Authorized User exits from his or her User Account at the end of each session.

2.4. Security. We will comply with applicable laws and regulations in our creation, collection, receipt, access, use, storage, disposal, and disclosure of Authorized Users' personal information. We also employ administrative, technical and physical safeguards consistent with industry standards that are designed to protect information uploaded to the Site and Service (including personal information you provide) against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use. Please see our Security Policy available at https://www.boardpaq.com/security for additional information about our security measures. We obtain audits of our information security controls on an annual basis. We will make resulting audit reports available to the Company upon request, together with certain financial documents and proof of insurance, if and to the extent required by Company's regulators, provided in each case that Company agrees to the terms of BoardPaq's non-disclosure agreement.

Notwithstanding the foregoing or anything else in this Agreement, information transmitted on the Internet and/or stored on systems attached to the Internet such as ours is not 100% secure. As a result, we do not ensure, warrant or guarantee the security or integrity of such information. We will not be responsible for disclosure or misuse of any information due to errors in transmission or the unauthorized acts of third parties.

3. COMPANY. Any use of a User Account under a Company Account shall be considered a use of such Company Account. Each User Account must be designated for use by a named individual, and Company may allow only such named individual to use the User Account designated for him or her. If an Authorized User is no longer authorized by Company to use and access a User Account, Company shall deactivate such User Account. Company will be responsible for all access to, and use of, the Service by an Authorized User (and any person that uses and/or accesses the Service through a User Account under your Company Account) and for any damage we incur as a result of any act, error, or omission of any Authorized User (and any person that uses and/or accesses the Service through a User Account comprising your Company Account). Any breach of this Agreement by an Authorized User (and any person that uses and/or accesses the Service through a User Account comprising your Company Account) shall be considered a breach by Company.

4. AUTHORIZED USERS. Each Authorized User hereby acknowledges that Company may have submitted personal information about him/her to the Service. Each Authorized User further acknowledges that Company has the right to (a) except for "Private Content" described in our Privacy Policy, access, view, use and copy any content in his/her User Account ("User Content"); (b) control his/her access to User Content and Company Content (including the length of time that such User Content and/or Company Content remains accessible on the Service); and (c) terminate and/or suspend his or her access to the User Account.

5. COMPANY CONTENT AND USER CONTENT

5.1. Company Content and User Content. You and/or your Authorized Users retain ownership of and responsibility for all Company Content and/or User Content (including personal information) that you or Authorized Users upload or otherwise submit to the Service. No right, title or interest in any Company Content or User Content is transferred to or vests in BoardPaq; however, you authorize BoardPaq to use and display such Company Content and/or User Content (in whole or part) as necessary to provide the Service. For the sake of clarity, Company Content uploaded or otherwise submitted to the Service will be displayed for Authorized Users of User Accounts issued under the applicable Company Account whom the Company authorizes to view such Company Content, and may be displayed publicly if Company and/or the Administrator(s) of that Company Account opt to display such Company Content publicly using features that are provided on the Service from time-to-time. At your written request, we will adjust account settings for the Company to enable "public access" to such materials.

You represent and warrant to BoardPaq that you have the right to upload or otherwise submit such Company Content and/or User Content through the Service and to grant BoardPaq the authorization granted in this section, and that such Company Content and/or User Content does not infringe, misappropriate or otherwise violate a privacy right, intellectual property right, or any other rights of any person.

5.2. No Liability for Company Content or User Content. You are solely responsible for any Company Content and/or User Content that you submit to the Service. We shall not be liable for the disclosure, use or misuse of any such Company Content and/or User Content, including any personal information. You acknowledge that we have no obligation to screen Company Content and/or User Content uploaded to the Service. BoardPaq may refuse, remove or disable any content available via the Service that is inconsistent with this Agreement, including Company Content and/or User Content.

5.3. Restrictions on Company Content and User Content. You agree not to post any Company Content and/or User Content to the Service that (a) is unlawful, (b) contains false, fraudulent, deceptive or misleading statements, (c) infringes, misappropriates or otherwise violates an intellectual property right of any person, (d) violates the privacy or other rights of any third party, or (e) violates any municipal, state or federal law, rule, regulation or ordinance of any jurisdiction, or attempts to encourage such violation.

6. FEES AND PAYMENT.

6.1. Fees. Company shall pay to BoardPaq any fees due in accordance with the fee schedule posted on the Service, as updated from time-to-time.

6.2. Taxes. All amounts payable under these Terms of Service are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Company will promptly pay, and indemnify BoardPaq against, all taxes and duties assessed in connection with (a) any such amounts, (b) these Terms of Service, and (c) performance hereunder by any authority within or outside of the U.S., except for taxes payable on BoardPaq's net income.

6.3. Other. To the extent permitted by applicable law, we may assess a late charge equal to the lesser of 1% of the unpaid amount each month or the maximum rate permitted by law if Company does not pay on time. Company must pay these late charges when we bill for them. We may suspend or cancel access to the Service if Company fails to pay in full and on time. Company will reimburse BoardPaq for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any overdue amounts.

6.4. Payments. All amounts payable hereunder must be made in U.S. dollars. Company shall make all payments via credit card, debit card, ACH or by other means that we may permit from time-to-time.

6.5. Credit Card Payments. If Company designates a credit card or debit card to make payments, Company hereby agrees that BoardPaq (or its applicable payment processor) is authorized to charge Company's designated card on the applicable due date. If BoardPaq (or its applicable payment processor) does not receive payment from the applicable card issuer or its agents, or if payment made by bank draft or other means is not honored, Company agrees to pay all amounts due immediately upon demand. Company agrees to keep the account number and expiration date of Company's designated card and Company's billing address updated at all times.

6.6. ACH. If Company elects to make payments via the transfer of funds from a bank or credit union account, this will be done electronically via the Automated Clearing House ("ACH"). Company hereby agrees that BoardPaq (or its applicable payment processor) is authorized to make electronic transfers via ACH from its bank account for the amount owed on the applicable due date. Company gives BoardPaq the right to resubmit for collection any ACH debit that is returned for insufficient or uncollected funds. Company acknowledges that it may be charged a service fee for any ACH transactions that result in a returned ACH item, including but not limited to those caused by insufficient funds in its bank account, closure of its bank account, or incorrect bank account information.

7. TERM AND TERMINATION.

7.1. General. Unless we agree otherwise in writing, the term of a Company's subscription to use the Service ("Subscription") shall commence on the date we accept (or accepted) Company's subscription request by notifying Company of such acceptance and shall continue for (a) one (1) month, if Company requested a monthly subscription, (b) three (3) months, if Company requested a quarterly subscription, or (c) one (1) year, if Company requested a yearly subscription (the initial one month, three month or one year period, as applicable, is the "Subscription Period"); subject, however, to renewal and earlier termination as provided herein. Upon the expiration of the Subscription Period and each Renewal Period, if any, the term of the Subscription shall automatically renew for successive periods of one (1) month each (for a monthly subscription), three (3) months each (for a quarterly subscription), or one (1) year each (for a yearly subscription), as applicable, (each such one month, three month, or one year period is a "Renewal Period") unless (a) either party gives the other party notice of its intention not to have the Subscription renew at least one (1) business day before the scheduled expiration of the then-current term, or (b) we agree otherwise in writing. All of your obligations accruing prior to termination or suspension will survive.

7.2. Termination by Company. Company may cancel its Subscription by contacting BoardPaq at 314-669-4745 or by sending an email to sales@boardpaq.com. Subject to the further provisions of this Section 7, any such termination by Company shall be effective at the end of the then current Subscription Period or Renewal Period, as applicable.

7.3. Termination or Suspension of Subscription by Us. BoardPaq may, in its sole discretion, terminate or suspend Company's Subscription, at any time, with or without notice and for any reason (or no reason) including for non-payment or delinquency in payment of any fees, or if we believe that Company (or any Authorized User) is infringing, or has infringed, the intellectual property rights of others or is aiding or threatening, or has aided or threatened, such infringement. Any termination by us shall be effective on the date specified in such notice or, if no date is provided, shall be effective immediately. Company agrees that, if its Subscription is terminated, it will not thereafter access, or attempt to access, the Service, directly or indirectly, and if its Subscription is suspended, it will not thereafter access, or attempt to access, the Service, directly or indirectly, until its suspension is removed and BoardPaq gives it express notice thereof.

7.4. Effect of Termination or Suspension of Subscription. Upon termination of Company's Subscription, (a) Company and all of its Authorized Users cease to have access to the Service, and (b) BoardPaq may, in its sole discretion, delete all information and content (including Company Content and User Content) in the Company Account (including any User Account under the Company Account); provided, however, that for sixty (60) days following termination of Company's Subscription, the Administrator of the Company's Account may make arrangements with us to log in to the Service and download any of Company Content and User Content associated with that Company Account; and after 60 days we will delete the Company Account, User Accounts associated with that Company Account, and any related Content. Company may make such request by contacting BoardPaq at 314-669-4745 or by sending an email to support@boardpaq.com. Notwithstanding the foregoing, (a) BoardPaq reserves the right to retain and use such information and content as necessary to comply with its legal obligations, resolve disputes and enforce the Terms of Service, and (b) neither Company nor any Authorized User will have any right to request or obtain Private Content. BoardPaq's termination of your authorization to access and/or use the Service and/or Site may also bar you from any future use of the Service and/or Site.

7.5. Termination or Suspension of Access to and Use of the Service. BoardPaq and/or Company may, each in its sole discretion, terminate or suspend your access to, and/or use of, the Service, or any portion thereof, at any time, with or without notice and for any reason (or no reason) including if either of them believe that you have failed to comply with your obligations or representations under these Terms of Service, including by infringing, or having infringed, the intellectual property rights of third parties or are aiding or threatening, or have aided or threatened, such infringement. Any such termination shall be effective on the date specified in such notice or, if no date is provided, shall be effective immediately. You agree that if your authorization to access or use the Service is terminated, you will not thereafter access, or attempt to access, the Service, directly or indirectly, and if your authorization to access the Service is suspended, you will not thereafter access, or attempt to access, the Service, directly or indirectly, until your suspension is removed and BoardPaq gives you express notice thereof. If Company suspends or terminates an Authorized User, Company will be responsible to notify that person of the suspension or termination and also to provide notice if that person's access is later restored. In addition, the Company reserves the right in its discretion to restrict, suspend or limit access to the Site to persons who are not Authorized Users.

8. LINKING AND THIRD PARTY DEALINGS.

8.1. Links to External Sites. The Site (such as the home page located at www.boardpaq.com) may provide hyperlinks to other web sites and Internet resources operated by persons other than BoardPaq. BoardPaq has no control over such sites and resources, including with regard to their functionality, data security or compliance with law. Such hyperlinks are provided for your reference only. The inclusion of hyperlinks to such web sites does not imply any sponsorship, affiliation or endorsement of the material on such web sites or with their operators.

8.2. Linking to the Service. Subject to the further provisions of this Section 8.2, BoardPaq welcomes links to public areas of the Service from other web sites. If BoardPaq demands that you not link to the Service, or any portion of the Service, you agree that you will not, directly or indirectly, link to the Service or such portion of the Service as directed in our demand, at any time after such demand is made.

9. INTELLECTUAL PROPERTY.

9.1. General. Except for Company Content, User Content and content that is in the public domain, the Site and Service and all content, as well as the selection and arrangement of the content, is owned by (or licensed to) BoardPaq or its suppliers and is protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be used, copied or imitated in whole or in part except as expressly provided herein. Except as otherwise expressly provided in these Terms of Service, all rights in and to the Site and Service and content are expressly reserved by BoardPaq.

9.2. Trademarks. BOARDPAQ and the related logos are trademarks of BoardPaq, and may not be copied, imitated or used, in whole or in part, without BoardPaq's prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of BoardPaq or its licensors and may not be copied, imitated, or used, in whole or in part, without BoardPaq's prior written permission.

9.3. Policy, Notices and Procedures Regarding Claims of Copyright Infringement. BoardPaq respects the intellectual property rights of others. If you believe that your work has been copied and is accessible on the Site or Service in a way that constitutes copyright infringement, you may notify our agent as provided in this Section 9.3. Pursuant to Title 17, United States Code, Section 512(c)(2), BoardPaq designates Copyright Agent as its agent designated to receive notification of claimed copyright infringement ("Designated Agent"). The address of the Designated Agent is 112 South Main Street, Saint Charles, MO 63301. The telephone number of the Designated Agent is 314-669-4745. The facsimile number of the Designated Agent is 636-634-4745. The email address of the Designated Agent is support@boardpaq.com.

We may terminate your use and access to the Service (including your Company Account and/or User Account) if we believe that you are infringing the intellectual property rights of any person or are aiding or threatening such infringement. In these Terms of Service, "intellectual property rights" mean and include any registered and unregistered rights granted, applied for or otherwise in existence at any time under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or protections in any jurisdiction.

10. INDEMNIFICATION. To the fullest extent permitted by law, Company and BoardPaq each shall indemnify, defend and hold harmless each other and each other's officers, directors, partners, agents, members, managers and employees from and against any and all demands, claims, damages to persons or property, losses and liabilities including reasonable attorney's fees (collectively "Claims") arising out of or caused by the indemnifying party's (or its members', agents', employees') breach of any provision of the Terms of Service, any violation of law, or negligence, except to the extent and percentage attributable to the other party's negligence. Neither party shall have waived or be deemed to have waived, by reason of this paragraph, any defense which it may have with respect to such claims. Nothing in the Terms of Service shall be deemed to waive any government body's sovereign immunity (to the extent applicable). To the extent the indemnification is unavailable to or insufficient to hold harmless an indemnified person in respect of any Claims, then each indemnifying person, in lieu of indemnifying the indemnified person hereunder, shall contribute to the aggregate amount paid or payable by such indemnified person, as incurred, as a result of any Claims in such proportion as is appropriate to reflect the relative benefits received by such parties from using the Site and/or Service and the relative fault of the parties in connection with the act or omission that resulted in such Claim. The remedies provided for in Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified person at law or in equity.

11. DISCLAIMER OF WARRANTIES. You expressly acknowledge and agree that your access and use of the Site and Service is at your sole risk. The Site and Service are each provided on an "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE" basis. BoardPaq makes no representations or warranties relating to the Site or Service including representations or warranties that (a) the Site or Service shall meet your requirements, (b) the operation of the Site or Service will be uninterrupted or error free, (c) the Site or Service will be secure; or (d) any defects in the Site or Service will be corrected. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOARDPAQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND BOARDPAQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT BOARDPAQ KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), TITLE , QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, BOARDPAQ MAKES NO WARRANTY OF ANY KIND THAT THE SITE OR SERVICE, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

12. LIMITATION OF LIABILITY. IN NO EVENT SHALL BOARDPAQ OR ANY OF ITS OFFICERS, DIRECTORS, PARTNERS, AGENTS, MEMBERS, MANAGERS AND EMPLOYEES (EACH, A "COVERED PERSON") BE LIABLE FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OR (B) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE TERMS OF SERVICE AND/OR THE SITE OR SERVICE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF SUCH COVERED PERSON IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF THIS AGREEMENT OR A TORT THAT FALLS WITHIN THE SCOPE OF THIS AGREEMENT. In no event shall any Covered Person's total liability to you for any damages arising out of or in any way connected with these Terms of Service or the Site or Service, whether for breach of contract, in tort or otherwise, exceed the greater of (a) one thousand two hundred fifty dollars ($1,250.00) or (b) the amount you paid to us, if any, during the twelve (12) month period immediately before the applicable claims arose. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13. MODIFICATIONS TO THE SERVICE. Without limiting BoardPaq's rights under Section 7 above, upon thirty (30) days' notice by emailing registered Administrators of the affected Company Accounts, BoardPaq may at any time, for any reason in its sole discretion and without liability (i) modify all or any portion of the Site and/or Service, and (ii) suspend, discontinue and/or restrict the use of all or any portion of the Site and/or Service; provided, that no such notice will be required if the change does not materially degrade the functionality of the Site and/or Service.

14. GOVERNING LAW AND JURISDICTION. The Site and Service are hosted on servers located in the United States. These Terms of Service, and all matters arising out of or relating to these Terms of Service, shall be governed by the federal laws of the United States and the laws of the State of Missouri, without giving effect to the conflict of law provisions thereof and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to exclusive jurisdiction and venue in the federal courts sitting in St. Louis, Missouri, unless no federal subject matter jurisdiction exists, in which case you consent to exclusive jurisdiction and venue in the state courts sitting in St. Charles County, Missouri. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. You agree that any cause of action that you may desire to bring arising out of or related to these Terms of Service must commence within one (1) year after the occurrence of the act or omission giving rise to the cause of action; otherwise, such cause of action shall be permanently barred. You also agree that a breach by you of this Agreement will cause irreparable harm to BoardPaq for which money damages alone would not be an adequate remedy; and that BoardPaq shall be entitled to injunctive and other equitable relief in addition to any other remedies it may have hereunder or at law, without a bond or other security or having to prove that monetary damages alone will not afford an adequate remedy.

15. GENERAL PROVISIONS. The Terms of Service (including our Privacy Policy and, if applicable, the EULA) constitute the entire agreement between the parties with respect to the access and/or use of the Site and Service and supersede all prior and contemporaneous agreements and understandings regarding such subject matter (none of which shall be binding). Nothing contained in any purchase order or similar document issued by you or Company will in any way modify or add any additional terms or conditions to the Terms of Service. If any provision of these Terms of Service is declared or found to be illegal, unenforceable or void, then the invalid or unenforceable portion shall be modified in accordance with the applicable law as nearly as possible to reflect the original intention of the applicable provision, and the remaining sections of these Terms of Service shall remain in full force and effect. No right or remedy conferred by these Terms of Service is exclusive of any other right or remedy conferred herein or by law or inequity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time. BoardPaq may provide notice to you relating to these Terms of Service by sending the notice by e-mail or U.S. mail to your last known e-mail address or postal address, if any, by providing a notice to Administrators of the applicable Account they log in to the Service, or by posting a notice on the Site; and any such notice shall be deemed given to and received by Company and each Authorized User on the earlier of the day it is sent or the day it is posted on the Service. A printed version of these Terms of Service and of any notices given to you in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of BoardPaq to insist upon or enforce strict performance by you of any provision of these Terms of Service shall not be construed as a waiver of any provision or right. If BoardPaq brings any suit against you to enforce these Terms of Service or otherwise in connection with your use of the Site or Service, you agree that if BoardPaq prevails in such suit BoardPaq shall be entitled to recover all costs and expenses incurred in such suit including reasonable attorneys' fees. Use of the Site or Service is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Service. In this Agreement, "person" shall be broadly construed to include individuals and all forms of legal entities; the word "including" (and its analogues "include" and "includes") will be deemed to be followed by the words "without limitation"; and "third party" refers to any person other than BoardPaq, the Company or an Authorized User. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument. This Agreement creates an independent contractor relationship between you and BoardPaq, and shall not be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties.