Terbium Labs, Inc

Terms and Conditions

(For Matchlight’s Digital Scan Service)

1. DEFINITIONS.As used in these Terms of Service, the following defined terms shall apply:

1.1. CUSTOMER means the legal entity or individual that has requested Services from Terbium and has the right to use the Services subject to these Terms of Service.

1.2. CUSTOMER KEY WORDS means the email domain name supplied by Customer in the process of requesting these Services.

1.3. PRIVACY POLICY means the privacy policy applicable to the Services, which may be viewed by clicking the “Privacy Policy” link listed on the Terbium website (http://www.terbiumlabs.com).

1.4. SERVICES means a one-time scan of the dark web for information associated with an email domain name, as provided by Customer, which shall be presented back to the customer on a follow up telephone call (the “Presentation”).

1.5. TERBIUM means Terbium Labs, Inc.

1.6. USER means any Person who is designated by Customer to receive the results of the Services.

2. CUSTOMER RIGHTS, RESTRICTIONS, AND REPRESENTATIONS.

2.1. CUSTOMER USE. Customer shall not access and/or engage in any use of the Services (i) in a manner that abuses or materially disrupts the networks, security systems, Services and/or websites of Terbium, (ii) to communicate any message or material that is false, harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful, (iii) in a manner that violates privacy rights; (iv) in a manner that constitutes infringement of the intellectual property or other proprietary rights; (v) for fraudulent or illegal purposes or in a manner that promotes illegal activities; (vi) if Customer is a direct competitor of Terbium; (vii) for the purpose of monitoring the Service’s availability, performance or functionality, or any other benchmarking or competitive purpose; and/or (viii) in a manner that otherwise violates Terbium policies, applicable laws, ordinances or regulations. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Terbium Services. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services through passwords and logins given to Customer by Terbium, and notify Terbium promptly of any such unauthorized access or use, and/or suspected unauthorized access or use. Customer shall use the Services in accordance with the Privacy Policy and the Terbium anti-spam policy. Customer shall indemnify, hold harmless and protect Terbium, its affiliates and its representatives against all claims, costs, expenses, demands, damages, lawsuits, fines, penalties and liabilities (including, without limitation, interest, penalties, attorneys’ fees and court costs) to the extent caused by, or arising from any: (a) charge that Terbium or its representatives have violated any laws and/or regulation in reliance on Customer’s representations, warranties and covenants; (b) allegation or claim in criminal or civil law based on the activities authorized and contemplated under these Terms of Service; (c) claim by Customer, its affiliates or a third party that the Services are in breach of any agreement, intellectual property rights, applicable law or regulation, internal policy or industry standard; (d) breach by Customer of any of its representations and warranties in these Terms of Service; and/or (e) third party claims or liabilities arising out of Customer’s use of the Services.

2.2. THIRD PARTY USE AND RESALE. Customer may not, nor permit anyone else to, directly or indirectly use, distribute, rent, lease, market, sublicense, resell or otherwise transfer the Services, and/or otherwise resell the Services to any third party. If the Customer is not a natural person, Customer shall only permit the use of the Services by members of its organization.

2.3. NO REPRESENTATION TO THIRD PARTY BY CUSTOMER. Neither Customer nor any of its employees, representatives or authorized users of the Services shall make any representations to any third party with respect to Terbium or the Services.

2.4. LIMITED GRANT OF RIGHTS. No other rights are granted hereunder to Customer except as expressly set forth in these Terms of Service. All rights granted to Customer herein are conditional on Customer’s continued compliance these Terms of Service and will immediately and automatically terminate if Customer does not comply with any term or condition hereof. Customer will not assert, nor will Customer authorize, assist, or encourage any third party to assert, against Terbium or any of its Affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services.

2.5. CUSTOMER ACKNOWLEDGEMENTS AND REPRESENTATIONS. Customer hereby authorizes Terbium to conduct the searches and activities pursuant to the Services. Customer represents and warrants to Terbium as follows (i) Customer has the right to obtain the data that it seeks to obtain through use of the Services; (ii) Customer is not using the Service to obtain property that it has no right to obtain; (iii) Customer’s use of the Services is for legitimate and lawful purposes; (iv) Customer has full power and authority to engage and direct Terbium to access Customer Content and to conduct the Services, (v) these Terms of Service will not violate any term or condition of any agreement that Customer has with any third party, and (vi) the person accepting these Terms of Service is authorized to bind Customer thereto. Customer further represents and warrants that it has: (a) all necessary notices, consents, permissions, approvals, authorizations, rights of access and/ or licenses to the Customer Content as are reasonably required for Terbium to perform the Services; (b) sufficient rights to grant authorization and access to Terbium pursuant to (a) above in order for Terbium to perform the Services; (c) only operate and use the Services in accordance with these Terms of Service; (d) perform all necessary obligations as specified in these Terms of Service; and (e) be in compliance with all applicable laws and regulations in connection with the Services.

Customer will not disclose, and Customer Key Words will not include, any information that identifies or directly relates to natural persons. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Key Words submitted by Customer to the Terbium Services. Customer represents that (i) it has the right to search the Customer Key Words and to obtain the search results that it seeks to obtain through use of the Services and (ii) its use of the search services is for legitimate and lawful purposes and does not violate the privacy rights of others. Customer acknowledges that Customer Key Words will reside in plain text format on servers of Terbium, and that Customer will not send Customer Key Words to Terbium that Customer believes should not be stored in plain text format.

Terbium reserves the right to review and investigate the Customer’s credentials and identity and to terminate the Service at any time as a result of such review and investigation, with no refund.

All information provided in the Presentation is given as of the date of the Presentation, and Terbium has no obligation to update, supplement or take any action based on the information in the Presentation.

3. PROPRIETARY RIGHTS.

Except for the limited rights expressly granted herein, Customer has no right, title or interest in or to the Services, system data used in providing the Services or any intellectual property rights related thereto. Terbium or its licensors retain all proprietary right, title and interest in, or practiced in connection with, the Services and any system data, software, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.

4. WARRANTY.

ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS”, AND TERBIUM DOES NOT OFFER ANY WARRANTIES FOR SUCH SERVICES. ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE DISCLAIMED.

5. LIMITATION ON LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TERBIUM, ITS SUPPLIERS NOR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT TERBIUM OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE TOTAL CUMULATIVE LIABILITY OF TERBIUM, ITS SUPPLIERS AND LICENSORS ARISING OUT OF THE SERVICES OR THESE TER