These My 360 Sites, Inc. (“360”) Terms of Service (this “Agreement”) in effect as of May 19, 2022, are effective between that person who accepts the terms of this Agreement (the “Client”) and 360 as of the date of the Client’s acceptance of this Agreement. Client’s creation of an account, or access, or use of the Services (regardless of whether Client creates an account with 360) constitutes Client’s acceptance of the terms of this Agreement.

1. SERVICES. During the Term (as defined below), 360 will provide Client access to its website (www.my360sites.com), app, and/or any public facing piece of technology of 360 (the “Services”), which will include: (a) a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to use the 360 software application (the “Software”) and (b) as applicable and as available, user manuals and other materials, including updates thereto, made generally available by 360 to 360’s clients regarding the Software (the “Documentation”).

2. PAYMENT. Client agrees to pay any fees or other incurred charges that apply to Client’s purchases through or use of the Services. When Client signs up for, uses, or makes a purchase through the Services, Client must designate and provide information about Client’s preferred payment method (“Payment Method”). This information must be complete and accurate, and Client is responsible for keeping it up to date. Client expressly authorizes 360 to collect via automatic debit or ACH from Client’s Payment Method the appropriate fees charged for purchases through or use of the Services. Notwithstanding anything herein to the contrary, if Client does not pay the fees or charges due for Client’s purchases or use of the Services, and such failure to pay has not been cured within fifteen (15) days of the due date, 360 may terminate Client’s access to and/or use of the Services and this Agreement immediately for cause. However, 360 reserves the right to disable Client’s access to or use of the Services immediately without notice until paid in full, and without any liability to the Client or any other party. 360 will consider non-payment a material breach of this Agreement.

3. TAXES. Unless otherwise stated in this Agreement, 360’s fees for or through the Services do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with Client’s purchases of Services, excluding taxes based on 360’s net income or property. If 360 has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 3, the appropriate amount shall be invoiced to and paid by Client, unless Client provides 360 with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. OWNERSHIP OF PROPERTY. 360 reserves all rights, title, and interest in and to the Services, Software, Documentation, and products offered through the Services (the “Products”), and related personal and intellectual property rights and Confidential Information, including, without limitation, all equipment, facilities, supplies, documentation, trademarks, patents, copyrights, software, use licenses, and other items and materials together with all improvements, derivatives, modifications, enhancements, continuations, and continuations in-part thereto, (collectively, the “Intellectual Property”). Client shall have no interest of any kind in, to and/or under the Intellectual Property. Except as otherwise explicitly provided herein, Client shall not (and also will not permit or authorize any third party to): (a) modify, copy, alter, duplicate, download, display, transmit, distribute, reverse engineer, access, decompile, disassemble, or create derivative works based on or using the Services, Software, Documentation, Products, 360’s system or methods, or the Intellectual Property in any form or media or by any means; (b) frame or mirror any content forming part of the Services, Software, Documentation, or Products; (c) access or use Services, Software, Documentation, or Products in order to (i) build a competitive product or service or (ii) copy any ideas, methods, features, functions, or graphics of the Services, Software, Documentation, or Products; (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit any part of the Services, Software, Documentation, Products, or otherwise make any part of the Services, Software, Documentation, or Products available to any third party; (e) circumvent or disable any security or other technological features or measures of the Software; or (f) remove or otherwise transfer any Intellectual Property from the original installation location except by prior written consent of 360. Client shall exercise reasonable care in the use of the Intellectual Property and will be responsible for all loss and/or damage to the Intellectual Property resulting from any action or inaction of any owner, director, officer, employee, representative or agent of Client.

5. INFRINGING CONTENT; DIGITAL MILLENNIUM COPYRIGHT ACT.

5.1 Infringing Content. 360 reserves the right to remove any Client Content (as defined below) that is alleged to infringe the copyright of a third party or otherwise violates any third party rights and/or to suspend or terminate Client’s access privileges in the event of repeat infringement by Client. If Client is a copyright owner or authorized agent and believes that Client’s work has been copied and posted in or through the use of the Services in a way that constitutes copyright infringement, or if Client believes that Client’s rights have otherwise been violated by the Services, Client may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing 360’s Copyright Agent (as defined below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person whose rights have been violated; (b) a description of the copyrighted work that Client claims has been infringed or the particular rights violated; (c) if applicable, a description of where the material that Client claims is infringing is located in or through the use of the Services; (d) Client’s address, telephone number, and email address; (e) a written statement by Client that Client has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law or with regard to the rights violated; and (f) a statement by Client, made under penalty of perjury, that the above information in Client’s notice is accurate.

5.2 DMCA. 360’s designated representative to receive notifications of claimed infringement (“Copyright Agent”) is Nicolle Cruz, who may be contacted by email at [email protected] or by mail at 7857 NW 188th Lane, Miami, Florida 33150. If Client believes that Client Content that was removed (or to which access was disabled) is not infringing, or that Client has the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and/or use Client Content, Client may send a counter-notice pursuant to the DMCA containing the following information to the Copyright Agent: (a) Client’s physical or electronic signature; (b) identification of Client Content that has been removed or to which access has been disabled and the location at which the Client Content appeared before it was removed or disabled; (c) a statement that Client has a good faith belief that the Client Content was removed or disabled as a result of mistake or a misidentification of the Client Content; and (d) Client’s name, address, telephone number, and email address, a statement that Client consents to the jurisdiction of the federal court in Indiana, and a statement that Client will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, 360 may, in 360’s sole discretion, send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Client Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Client Content provider or Client, the removed Client Content may be replaced, or access to it restored.

6. CLIENT CONTENT.

6.1 No Ownership in Client Content. Except as provided in this Agreement, 360 does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “Content”) that Client posts or uploads to the Software, through the Services, and/or through the use of the Products (“Client Generated Content”). After posting or uploading Client Generated Content to the Software and/or through the Services, Client continues to retain all Client’s ownership rights in such Client Generated Content except as set forth in this Agreement. Client is solely responsible for any third party Content in Client Generated Content and for the use of the Client Generated Content, including on 360’s Software and through the Services. 360 reserves the right to remove such Content, Client Generated Content and/or any other content in 360’s sole and absolute discretion. In addition, the Software and/or Services may contain Content, under license to 360 from one or more third parties, in which Client is featured and/or visible or which includes Client’s name, nickname, professional name, image, likenesses, other identifications, and biographical material (“Client Featured Content” and together, with Client Generated Content, “Client Content”).

6.2 Grant of License to 360. Client hereby grants to 360 and 360’s licensees, distributors, agents, independent contractors, representatives and other authorized users (collectively, the “360 Entities”), a perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable and transferable (in whole or part) worldwide license to all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights Client owns or controls to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit such Client Content, in whole or in part, in the Services for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to Client, with or without attribution, and without the requirement of any permission from or payment to Client or to any other person or entity (the “Content License”). Client appoints 360 as Client’s agent with full power to enter into and execute any document and/or do any act 360 may consider appropriate to confirm, fully utilize, or enforce the grant of rights, consents, agreements, assignments and waivers set forth in this Agreement.

6.3 Client’s Warranties in Client Content. Client represents and warrants to 360 that: (a) Client owns the Client Generated Content or otherwise has the legal right to post or transmit the Client Generated Content in accordance with the terms of this Agreement, and (b) the posting or other transmission of the Client Generated Content on or through the Services or Software or otherwise by 360 or the 360 Entities does not violate the privacy rights, publicity rights, intellectual property rights (copyrights, patents, trademarks), contract rights or any other rights of any person or entity. To the extent that any of the Client Content in the Services features a child of Client under the age of eighteen (18), Client is deemed to have consented to the Content License on such child’s behalf and the foregoing representations with regard to such Content, and such child shall also be deemed to be a Client for purposes of this Agreement. Client has no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of this Agreement or the use or enjoyment by 360 of any of the rights herein granted Client has secured and will maintain all rights necessary for 360 to use and enjoy the rights herein granted. Client has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to 360. If Client is under eighteen (18) years of age, Client further warrants and represents that Client either is an emancipated minor, or possesses legal parental or guardian consent to enter into this Agreement and use the Services. To the extent any moral rights, ancillary rights, or similar rights in or to the Client Content exist and are not exclusively owned by 360, Client agrees not to enforce any such rights as to 360 or the 360 Entities, and Client shall procure the same agreement not to enforce from any others who may possess such rights. Client agrees to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any Client Content posted by Client to or through the Services.

7. CLIENT CONDUCT.

7.1 Prohibited Uses of Services. Client agrees not to use the Services or the Software to take any action(s) that (and Client’s continued use of the Software and Services are conditioned on not taking any action(s) that): (a) are patently offensive and promote racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person or group; exploits people in a sexual or violent manner; or contains nudity, violence, or offensive subject matter or contains a link to an adult website; (b) involves the transmission of “junk mail,” “chain letters,” or “unsolicited mass mailing”, “instant messaging”, “phishing”, “spimming” or “spamming”; (c) promotes information that Client knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or video or links to pirated files; (d) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (e) involves commercial activities and/or sales without 360’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (f) are contrary to 360’s public image, goodwill, or reputation; (g) infringe on 360’s or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (h) express or imply that any of Client’s statements, activities or causes are endorsed by 360, without 360’s prior written consent in each instance; (i) transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so; (j) “frame” or “mirror” any part of the Services without 360’s prior written authorization; (k) distribute any virus, worm or other similar or deleterious files, scripts or programming routines; (l) interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of 360 or 360’s licensors or suppliers; (m) forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission; and/or (n) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the 360’s servers or any data not intended for Client. Further, Client agrees not to use the Services to participate in: (1) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or violation of the privacy or publicity rights of third parties and (2) advertising to, or solicitation of, any Client to buy or sell any products or services through the Services. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any clients without their prior explicit consent. In order to protect Client from such advertising or solicitation, 360 reserves the right to restrict the number of emails that a client may send to other clients.

7.2 Other Prohibited Uses of Services and Termination of Services. Client agrees not to attempt to impersonate another client or other individual, and Client acknowledges that Client has no expectation of privacy with regard to any Client Content. 360 cannot guarantee the security of any information Client discloses; Client makes such disclosures at Client’s own risk. Also, Client should be skeptical about information provided by others, and Client acknowledges that the use of any Client Content in or through the Services is at Client’s own risk. If Client becomes aware of misuse of the Services by any person, please contact 360 at [email protected]. 360 reserves the right, in 360’s sole discretion, to reject, refuse to post or remove any posting (including private messages) by Client. Additionally, 360 may review Client’s use of Services, Software, and/or Documentation and determine in 360’s sole discretion whether the manner in which Client is using Services, Software, and/or Documentation is prohibited. Upon any determination that a particular use is prohibited, Client shall promptly terminate that use within twenty-four (24) hours of receipt of notice from 360 that such use is prohibited (the “Use Cure Period”). In the event Client fails to cure such prohibited use within the Use Cure Period and notwithstanding anything herein to the contrary, 360 shall have the right to terminate this Agreement immediately for cause. For purposes of this Section 7 only, and notwithstanding anything to the contrary in this Agreement, notice shall be deemed to have been given by 360 upon 360’s receipt of an electronically generated delivery receipt after sending such notice to Client via email.

8. PUBLICITY; TRADEMARKS. Neither party may issue press releases or any other public announcement of any kind relating to the terms herein without the other party’s prior written consent. Client grants 360 the right to gather data from the Software being used by Client in connection with the Services for 360’s purposes. 360 may use Client demographic data collected from the Software and/or Client (excluding personal health information) on an anonymized basis in case studies and research created by 360. Except as set forth herein, Client may not use the trademarks and trade names of 360 without the prior written consent of 360.

9. CONFIDENTIALITY. The Receiving Party (as defined below) shall not disclose or use any Confidential Information of the disclosing party Disclosing Party (as defined below) for any purpose outside the scope of the terms herein, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of running the Services which such employees and contractors shall be bound by this Agreement substantially similar to those herein. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a reasonable degree of care. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. Notwithstanding the expiration or termination of this Agreement for any reason, the obligations of confidentiality and non-use set forth in this Section 9 shall continue indefinitely and in perpetuity after such expiration or termination. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), including all such information to which the Receiving Party has access through the Disclosing Party, unless such information is designated in writing as non-confidential or is described below as being excluded from the definition of Confidential Information. Confidential Information shall expressly include, without limitation, the terms of this Agreement (including fees and other terms), provision of Services, the Software, the Documentation, product plans, business and marketing plans, business model, technology and technical information, product designs, business processes and any information about the Disclosing Party’s customers, clients, affiliates, or licensors. Notwithstanding the foregoing, each party may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such party after such party and the potential purchaser or successor have entered into a customary agreement prohibiting disclosure of Confidential Information. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

10. WARRANTIES & DISCLAIMERS.

10.1 360 Warranties. 360 represents to Client that 360 has the authority to enter into and perform 360’s obligations under this Agreement.

10.2 Client Warranties. Client represents to 360 as follows: (a) Client has the authority to enter into and perform Client’s obligations under this Agreement; (b) Client has secured and will maintain any and all rights, consents and/or releases, including all intellectual property rights, necessary to grant the licenses herein, including from any independent contractors, conferences or organizations, and parents of clients that are minors; (c) the Client Content, does not violate, infringe upon, or misappropriate the intellectual property rights, or any other right, of any third party; (d) there are no existing or threatened claims or litigation which would materially adversely affect or materially adversely impair Client’s ability to perform under this Agreement; (e) Client has no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of this Agreement or the use or enjoyment by 360 of any of the rights herein granted; and (f) Client has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to 360.

10.3 General Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND 360 EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS OR DELAYS AND ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY 360. 360 SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR THE PROCUREMENT, INSTALLATION, OR MAINTENANCE OF ANY EQUIPMENT ON WHICH THE SERVICES, SOFTWARE, DOCUMENTATION, AND PRODUCTS ARE ACCESSED BY CLIENT.

11. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL 360’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO 360 FOR THE SERVICES AND PRODUCTS IN THE THREE (3) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL 360 HAVE ANY LIABILITY FOR ANY LOST PROFITS OR LOST REVENUE OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT 360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO CLAIM MAY BE BROUGHT BY CLIENT UNDER THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CLAIM, WHETHER CLIENT HAD ACTUAL KNOWLEDGE OF THE CLAIM OR SHOULD HAVE KNOWN.

12. NOTICES. All notices to 360 under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the second business day after sending by email, text, or through 360’s website or app. Notices to 360 shall be addressed to 360’s corporate headquarters unless otherwise designated. Notices to Client shall be addressed to Client’s email or home address as provided unless otherwise designated via written notice to 360.

13. TERM & TERMINATION; INDEMNIFICATION.

13.1 Term of this Agreement. The term (the “Term”) of this Agreement shall commence as of the date of Client’s acceptance of this Agreement and continue until terminated as set forth herein. A non-breaching party may terminate this Agreement at any time upon at least sixty (60) days prior written notice to the other party. Improper notice hereunder will be deemed invalid, non-effective, and null and void. On or before the date of a termination pursuant to this Section 13.1, Client shall pay 360 all amounts owed through the date of such termination, together with all applicable penalties and fees.

13.2 Termination for Cause. A non-breaching party may terminate this Agreement for cause: (a) if the breaching party fails to cure a material breach within fifteen (15) days following written notice of such material breach; (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (c) pursuant to Section 2 herein; or (d) pursuant to Section 7 herein. Upon any termination for cause by Client, 360 shall refund Client any prepaid fees covering the remainder of the Term after the date of termination. Termination for cause by Client shall not relieve Client of the obligation to pay any amounts owed to 360 prior to the date of termination. Upon any termination for cause by 360, Client shall pay 360 all amounts owed for all Services performed through the date of termination, together with all applicable penalties, fees (including reasonable attorneys’ fees), costs, interest, and expenses, including reasonable collection fees and costs.

13.3 Indemnification. Client shall defend, indemnify, and hold 360 harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against 360 arising from or related to: (a) Client’s breach of the of the terms herein; (b) the acts or omissions of Client and/or Client’s employees, agents, contactors, volunteers, or representatives in connection with Client’s installation, operation, access to, and/or use of the Services, Software, or Documentation; (c) the violation, infringement, or misappropriation by Client or any employee, agent, contactor, volunteer, or representative of Client of the Intellectual Property or Confidential Information of 360; or (d) Client’s negligence or willful misconduct.

14. RESTRICTIONS. Client shall not (a) allow third parties or develop methods for third parties to use the Services, Software, Documentation, or Products; (b) except as provided by applicable law, decompile, disassemble, or reverse engineer the Software, in whole or in part, and Client shall not attempt to obtain in any other manner any Software source code, and shall not carry out any action to the detriment of any intellectual property rights of 360; (c) make copies, execute, publish, or reproduce Software or Documentation, unless expressly authorized herein (and all copies must maintain all copyright notices); (d) develop any derivative works or any type of software program based on the Software, the Documentation, or any other Confidential Information; (e) make available, reveal, disclose, offer, or allow the use of Software by third parties, without the prior written consent of 360; (f) alter or modify the Software without the prior written consent of 360; (g) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, including without limitation any mechanism used to restrict or control Software functions; (h) provide or offer access to any third party to any restricted online access keys or authentication passwords provided by 360 in connection with the Software; or (i) disclose to any third party any benchmarking or comparative study involving the Software or Documentation.

15. CHANGES. 360, in 360’s sole discretion and without liability to Client or any third party, may from time to time: (a) change or alter any aspect of the Services, Software, Documentation, and/or Products; (b) make enhancements, updates, and upgrades to the Services, Software, Documentation, and/or Products as 360 deems necessary or desirable; (c) make changes in the titles, names, format, features, functions, process, organization, or content of the Services, Software, Documentation, Products or a portion thereof; and/or (d) alter the existing methods and/or manner of disseminating the Services, Software, Documentation, and/or Products (collectively, “Changes”). Client shall comply with such Changes. 360 shall endeavor to use reasonable efforts to provide Client with notice of any material Changes unless a malfunction in 360’s system requires otherwise or circumstances preclude notice.

16. RESERVATION OF RIGHTS. 360 hereby expressly reserves any and all rights, licenses, and permissions in and to the Services, Software, Documentation, and Products other than those limited rights explicitly provided to Client in accordance with the terms herein.

17. REDISTRIBUTION. Client shall not redistribute any Services, Software, or Documentation, or otherwise make Services, Software, or Documentation available, to any person other than as this Agreement permits.

18. PRIVACY POLICY. Client agrees to the terms of the My 360 Sites, Inc. Privacy Policy, as it may be updated from time to time.

19. GENERAL PROVISIONS. The parties are strictly and solely independent contractors. There are no third-party beneficiaries to this Agreement. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The provisions of this Agreement and the provisions herein are severable and the unenforceability of any provision shall not affect the validity or enforceability of such other provisions. Client may not assign this Agreement, including by operation of law, without the prior written consent of 360. This Agreement is and shall be deemed to have been made in Florida and shall be governed exclusively by the internal laws of the State of Florida, without regard to conflicts of laws rules (including Florida’s). Any claims relating to this Agreement shall be brought in state or federal courts located in Dade County, Florida and each party hereby consents to the exclusive personal and subject matter jurisdiction of such courts. Each party also waives any right to a jury trial in connection with this Agreement. If either party hereto resorts to legal action for the redress of a breach of this Agreement, the prevailing party shall be entitled to an award of all costs and reasonable attorneys’ fees. 360 may, in its sole and absolute discretion, modify, amend, or waive any provision of this Agreement and such modification, amendment, or waiver shall be effective upon written notice to Client. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client proposal or in any other Client order documentation that conflicts with this Agreement shall be incorporated into or form any part of this Agreement. The language used in this Agreement shall be deemed to be language chosen by both parties to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted or to any term or condition of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, supersedes all prior agreements, whether written or oral, and supersedes and merges all prior discussions between the parties.