Subject to the terms and conditions of this Agreement, Fallible agrees to provide you, on a SaaS basis, the Products and Services in exchange for the subscription fees (the "Subscription Fees") agreed to by you and Fallible or Fallible's third party service providers including payment processors (each a "Third Party Service Provider").

Fallible reserves the right to update and change, from time to time, this Agreement and all documents incorporated herein by reference. Fallible may change this Agreement by posting a new version without notice to you. Use of the Products and Services after any such change constitutes acceptance of such change.

You represent to Fallible that you are at least 19 years old. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such company or legal entity to this Agreement.

By subscribing for the Products and Services, you become a registered user of the Products and Services. When your subscription sign up is completed, you will be able to access the Products and Services through one of the Websites. You may activate your account via login on the Websites, which requires that you enter your email address and password, which is obtained during the sign up process. You are liable to pay Subscription Fees even if you do not activate your account.

All upgrades of Products and Services are deemed to be part of the Products and Services and are subject to this Agreement.

Except as provided in the Fallible Refund and Cancellation Policy, all sales of Products and Services are final and the subscription fees payable by you for Products and Services are non-refundable.

The Products and Services use data (the "Third Party Data") obtained by Fallible in accordance with terms and conditions of license agreements (the "Third Party Data Provider Agreements") between Fallible and certain third party data providers (each a "Third Party Data Provider"). Certain Products and Services may use Data provided directly by Fallible ("Fallible Data"). Your use of Third Party Data, Fallible Data and any other data accessed through the Products and Services (such as other user information) is limited strictly to the purpose of using the Products and Services. Except as permitted by this Agreement, any other use of Third Party Data, Fallible Data or any other data accessed through the Products and Services will be a breach of this Agreement. For clarity, this restriction does not apply to data which you provide to Fallible or which Fallible obtains through the authorized use of your account and password information with Third Party Data Providers.

The Products and Services may contain links to third party web sites. Fallible has no control over any third party web sites and therefore any use by you of such websites is at your sole discretion and risk. Fallible assumes no responsibility or obligations for any such use of third party web sites.

The Products and Services contain software ("Licensor Software") licensed from Fallible's licensors ("Fallible Licensors"). The Products and Services are hereby licensed to you on a limited, worldwide (except as limited below), non-exclusive, non- sublicenseable basis on the terms and conditions set forth herein.

This Agreement defines legal use of the Products and Services, all updates, revisions, and substitutions. All rights not expressly granted to you are reserved by Fallible or their respective owners.

Your license to the Products and Services continues until it is terminated by either party. You may terminate the software license granted hereunder by cancelling your subscription for the Products and Services, however, except as provided in our Refund and Cancellation Policy, you will not be entitled to a refund of any prepaid or other subscription fees. The software license granted hereunder terminates automatically if you violate any term of this Agreement, Fallible publicly posts a written notice of termination on any of the Websites, or Fallible sends a written notice of termination to you.

The Products and Services may include certain products or services including, without limitation, Licensor Software, that have additional specific terms or conditions relating to use or licensing that you will have to accept in order to use such products or services. Fallible will provide notice of such terms and conditions prior to your use or access to such products or services.

be solely responsible to provide or maintain any hardware or other software required for you to use the Products and Services;

have all necessary right, power and authority to, or have obtained all necessary consents and rights in order to, provide all of the information that you provide through the Products and Services, and for all other purposes of this Agreement;

ensure the confidentiality of your information and be, at all times, solely responsible for all activities that occur with respect to the Products and Services under your account or password, and you will notify Fallible immediately of any unauthorized use;

be solely responsible for all information received, sent, saved, collected or distributed through the Products and Services by you or in respect of your account or password, however transmitted; and therefore you are entirely responsible for all content that is developed, derived, received, sent, saved, collected, distributed or otherwise made available through the Products and Services.

The Products and Services and Licensor Software are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the United States. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in the Products and Services, the Licensor Software or this Agreement.

Fallible and Fallible Licensors own all right, title, and interest in and to their applicable contributions to the Products and Services. Other than the limited license granted herein, the software license granted under this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by Fallible or Fallible Licensors, including, without limitation, the Products and Services, Licensor Software, Fallible trademarks and Licensor trademarks, and creates no relationship between you and Fallible or Fallible Licensors other than that of licensor to licensee. This Agreement grants you no right, title and interest in any Third Party Data, Fallible Data or any other data accessed through the Products and Services.

You agree not to assign, copy, transfer, or transmit the Products and Services, Licensor Software, Third Party Data, Fallible Data or any other data accessed through the Products and Services, to any third party. Your license to use the Products and Services, Licensor Software, Third Party Data, Fallible Data and any other data accessed through the Products and Services, will terminate if you violate these restrictions.

If your license terminates, you agree to cease any and all use of the Products and Services, Licensor Software, Third Party Data, Fallible Data and any other data accessed through the Products and Services. All rights in any Third Party Data, Licensor Software, and any third-party data servers, including all ownership rights, are reserved by and remain with the respective third parties.

You represent and warrant that you own all right, title and interest to any data stored by you on Fallible's host computer system using the Products and Services or uploaded or submitted to the Websites (the "Subscriber Data"). You hereby grant Fallible a royalty free, perpetual, irrevocable, worldwide, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, edit, copy, modify, adapt, publish, translate, distribute (in whole or in part through multiple tiers), stream, store, retain, publicly perform or display, transmit, scan, reformat, frame, excerpt, embed or incorporate in other works (in any form, media or technology now known or hereafter developed) and create derivative works using any Subscriber Data you provide, excluding personally identifiable information, in connection with the Products and Services and the Websites for the full term of any copyright that may exist in such material with or without attribution.

You acknowledge and agree that Fallible may compile aggregate components of Subscriber Data, excluding personally identifiable information, together with information received from other subscribers to the Products and Services to create compiled data (the "Compiled Data"). Fallible agrees to present the Compiled Data in a manner that will not reveal personally identifiable information. You acknowledge and agree that Compiled Data is owned solely by Fallible.

The payment terms contained in this Section 5 apply only if you have subscribed for the Products and Services directly from Fallible. If you have subscribed for the Products and Services through a Third Party Service Provider, the applicable payment terms will be as agreed to by you and such Third Party Service Provider.

Fallible reserves the right to change the Subscription Fees at any time. Fallible charges and collects Subscription Fees in advance for use of the Products and Services.

The Subscription Fees do not include any payment for telecommunications and computer hardware, software, telecommunications access charges, lines or connections or other equipment and services required to access and use the Products and Services.

All Subscription Fees, Taxes and other charges will be billed as you've agreed to in the sign up process.

You agree to promptly pay Fallible in the event of any refusal of your credit card issuer to pay any amount to Fallible for any reason.

You must provide Fallible with complete and accurate billing and contact information. YOU REPRESENT AND WARRANT THAT YOU HAVE NOT FALSELY IDENTIFIED YOURSELF NOR PROVIDED ANY FALSE INFORMATION TO GAIN ACCESS TO THE PRODUCTS AND SERVICES AND THAT YOUR BILLING INFORMATION IS CORRECT.

Fallible reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions, including after an order has been submitted, whether or not the order has been confirmed and your credit card charged. If your credit card has been charged for the purchase and an order is cancelled, Fallible will issue a credit to your credit card account in the amount of the charge. Individual bank policies will dictate when this amount is credited to your account.

In case of termination of subscription, the advance payment (if any) for the remaining months will be transferred back to the subscriber company within 2 to 4 weeks.

Fallible will provide you with customer support and/or software upgrades, enhancements, or modifications for the Products and Services (collectively, "Support") provided that Fallible, in its sole discretion, may terminate such Support at any time without notice to you. Fallible may change, suspend, or discontinue any aspect of the Products and Services at any time, including the availability of any Products and Services related feature, database, or content. Fallible may also impose limits on certain features and services or restrict your access to parts or all of the Products and Services or the Websites without notice or liability.

Fallible will use commercially reasonable efforts to make the Products and Services available at all times. Fallible does not guarantee that the Products and Services will always be available.

Fallible may suspend or take down the Products and Services at any time to perform routine or emergency maintenance. Where reasonably practicable Fallible will provide you advance notice when the Products and Services will be unavailable and for how long

Fallible will, in general, attempt to schedule maintenance and downtime to the Products and Services during off-peak hours to try to minimize the impact to the Products and Services and you.

Fallible is not responsible at all to provide Products and Services or any part thereof or perform any of its obligations under these this Agreement if it is prevented from doing so by any reason beyond Fallible's reasonable control. These reasons can include, but are not limited to, acts of God, floods, fires, earthquakes, civil unrest, terrorism, war, strikes, Internet service provider acts or omissions or online attacks.

USE OF THE PRODUCTS AND SERVICES, LICENSOR SOFTWARE, THE SUPPORT, THIRD PARTY DATA, FALLIBLE DATA AND ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES IS AT YOUR SOLE RISK. THEY ARE PROVIDED "AS IS." ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.

FALLIBLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, THE "FALLIBLE ENTITIES"), THIRD PARTY SERVICE PROVIDERS, FALLIBLE LICENSORS AND THIRD PARTY DATA PROVIDERS DO NOT REPRESENT THAT THE PRODUCTS AND SERVICES, SUPPORT, LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA OR ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE CANADA. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOUR USE OF THE PRODUCTS AND SERVICES, SUPPORT, LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA AND ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES IS IN COMPLIANCE WITH APPLICABLE LOCAL LAWS.

THE FALLIBLE ENTITIES, THIRD PARTY SERVICE PROVIDERS, FALLIBLE LICENSORS AND THIRD PARTY DATA PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND SERVICES, SUPPORT AND ANY OTHER SERVICES RELATED TO THE PRODUCTS AND SERVICES (THE "FALLIBLE SOFTWARE SERVICES"), LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA AND ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE PRODUCTS AND SERVICES, SUPPORT, FALLIBLE SOFTWARE SERVICES, LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA AND ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IF THE PRODUCTS AND SERVICES, SUPPORT, FALLIBLE SOFTWARE SERVICES LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA OR ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES PROVES DEFECTIVE, YOU (AND NOT THE FALLIBLE ENTITIES, FALLIBLE LICENSORS, THIRD PARTY SERVICE PROVIDERS OR THIRD PARTY DATA PROVIDERS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF SOME OR ALL OF THE FALLIBLE ENTITIES, THIRD PARTY SERVICE PROVIDERS, FALLIBLE LICENSORS OR THIRD PARTY DATA PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

YOU UNDERSTAND THAT ASSESSING COMPUTER SECURITY IS HIGHLY COMPLEX AND CHANGEABLE, AND COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL FIND EVERY VULNERABILITY IN YOUR NETWORK OR SERVER(S), OR THAT THE SOLUTIONS SUGGESTED AND ADVICE PROVIDED BY COMPANY WILL BE COMPLETE OR ERROR-FREE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE FALLIBLE ENTITIES, THIRD PARTY SERVICE PROVIDERS, FALLIBLE LICENSORS AND THIRD PARTY DATA PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOME OR ALL OF THE FALLIBLE ENTITIES, THIRD PARTY SERVICE PROVIDERS, FALLIBLE LICENSORS OR THIRD PARTY DATA PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

DAMAGES EXCLUDED BY THIS SECTION 8 INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU.

INFORMATION PROVIDED THROUGH THE PRODUCTS AND SERVICES MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE FALLIBLE ENTITIES, THIRD PARTY SERVICE PROVIDERS, FALLIBLE LICENSORS AND THIRD PARTY DATA PROVIDERS WILL HAVE NO LIABILITY WITH RESPECT THERETO. FALLIBLE MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE PRODUCTS AND SERVICES OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE PRODUCTS AND SERVICES AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT OR HOURS OF AVAILABILITY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE FALLIBLE ENTITIES, THIRD PARTY SERVICE PROVIDERS, FALLIBLE LICENSORS AND THIRD PARTY DATA PROVIDERS TO YOU RELATING TO, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS AND SERVICES, SUPPORT, FALLIBLE SOFTWARE SERVICES, LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA OR ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES EXCEED THE UNUSED PORTION OF YOUR PREPAID LICENSE FEE FOR USE OF THE DAMAGES EXCLUDED BY THIS SECTION 8 INCLUDE, WITHOUT PRODUCTS AND SERVICES. YOU EXPRESSLY AGREE THAT THE LIMITATIONS ON LIABILITY CONTAINED IN THIS AGREEMENT ARE REASONABLE AND CONSTITUTE A MATERIAL INDUCEMENT TO FALLIBLE PROVIDING THE PRODUCTS AND SERVICES, THE SUPPORT, THE FALLIBLE SOFTWARE SERVICES, LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA AND ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES WITHOUT WHICH FALLIBLE WOULD NOT PROVIDE THE PRODUCTS AND SERVICES, SUPPORT, THE FALLIBLE SOFTWARE SERVICES, LICENSOR SOFTWARE, THIRD PARTY DATA, FALLIBLE DATA AND ANY OTHER DATA ACCESSED THROUGH THE PRODUCTS AND SERVICES.

We have no intention of using your data and we will not do so. We want to keep our NDA with you as clear and simple as possible, and it appears below:

You agree to indemnify and hold the Fallible Entities, Third Party Service Providers, Fallible Licensors and Third Party Data Providers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Products and Services, Licensor Software, Support, Fallible Software Services, Third Party Data, Fallible Data, any other data accessed through the Products and Services, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.

The failure of Fallible to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement or any part of any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable then the remainder of this Agreement shall continue to be of full force and effect.

This Agreement and the other documents incorporated by reference into this Agreement constitute the entire understanding between the parties respecting use of the Products and Services, superseding all prior agreements between you and Fallible. In the event of any conflict between the terms and conditions of this Agreement and other documents incorporated by reference, the terms and conditions of this Agreement will control.

All terms and conditions of this Agreement that by their nature should reasonably survive, including, without limitation, Sections 4 (OWNERSHIP AND RELATIONSHIP OF PARTIES), 7 (DISCLAIMER OF WARRANTIES BY FALLIBLE), 8 (LIMITATION OF LIABILITY), 9 (NON-DISCLOSURE AGREEMENT) and 10 (INDEMNIFICATION), will survive any termination of this Agreement.