Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is made and entered into as of the effective date stated on the first order form executed between MJ Freeway LLC (“MJ Freeway”) and the customer described in such order form (“You”), where that date is the “Effective Date.” YOU ARE RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT BEFORE SIGNING AN ORDER FORM OR ACCESSING OR USING ANY SERVICES OF MJ FREEWAY. BY (AS APPLICABLE) SIGNING AN ORDER FORM OR SIMILAR DOCUMENT OR ACCESSING OR USING SUCH SERVICES, YOU CONFIRM THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS CUSTOMER MAY REFERENCE OR PROVIDE, MJ FREEWAY’S OFFER OR ACCEPTANCE (AS APPLICABLE) TO ENTER INTO AN AGREEMENT WITH YOU WITH RESPECT TO THE SERVICES IS EXPRESSLY LIMITED TO THIS AGREEMENT AND CONDITIONED ON YOUR ASSENT HERETO. The terms and conditions of this Agreement shall govern the Services to be provided by MJ Freeway under any order form submitted by You and accepted by You, as though the provisions of this Agreement were set forth in their entirety within such order form, and so that each order form and this Agreement shall be considered one, fully integrated document and agreement.

THE INDIVIDUAL SIGNING THE ORDER FORM OR CLICKING “PLACE ORDER” REPRESENTS THAT HE OR SHE HAS THE POWER AND AUTHORITY TO BIND YOU TO THESE TERMS AND CONDITIONS.

SERVICE OVERVIEW

MJ Freeway offers a variety of products and services for sale or license, some of which are available through its website www.mjfreeway.com (“Site”). This Agreement governs Your purchase of or license to use (as applicable) the professional services (“Professional Services”), mobile software applications (“Mobile App”), and hosted software services and web applications (“Online Services”), in each case, that are identified in an order form submitted by you to MJ Freeway. Collectively, the Professional Services, Mobile App, and Online Services are the “MJ Freeway Products & Services.” MJ Freeway hosts, operates, and maintains the Online Services, which are accessible via http://www.mjfreeway.com or another web site or IP address designated by MJ Freeway. You agree that Your purchases and licenses are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by MJ Freeway regarding future functionality or features.

A. IF YOU PURCHASE A SUBSCRIPTION TO THE ONLINE SERVICES, THE FOLLOWING SECTIONS APPLY

1. 1. License Grant & Restrictions
      1. Subscription to the Online Services. Subject to the terms of this Agreement, including payment of all applicable fees MJ Freeway hereby grants to You a non-sublicensable, non-transferable, non-exclusive subscription for You to access and use the specific services and feature sets of the Online Services specified in the applicable order form by up to the number of Users identified in that order form (a) at any locations identified in the order form, (b) subject to any limitations in the order form, (c) in accordance with the User Documentation, and (d) solely for Your internal business purposes (collectively, the “Subscription”). MJ Freeway and its licensors reserve all rights not expressly granted to You in this Agreement.
      2. Restrictions. You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Online Service for a third party’s benefit unless such use has been authorized by MJ Freeway; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Online Service, or Content available to any third party not authorized by MJ Freeway; (iii) modify or make derivative works based upon the Online Services or the Content; (iv) reverse engineer or decompile the Online Services; (vi) interfere with or make use of the Online Services in any manner not consistent with the User Documentation, or (vii) access the Online Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. 2. Your Responsibilities. You are responsible and liable for all activity occurring by Your Users and under Your User accounts. You shall: (i) use best efforts to prevent unauthorized access to, or use of, the Online Services, and will notify MJ Freeway promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MJ Freeway immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by You or Your Users; and (iii) not impersonate another Online Services user or provide false identity information to gain access to or use the Online Services. You will not attempt to or use Your access to the Online Services to knowingly interfere with or disrupt the integrity or performance of the Online Services or the data contained therein.

1. 3. Support & SLA. If You have paid MJ Freeway all applicable fees then due, MJ Freeway will provide you the level of Support Services you have purchased only to Your designated contact during Business Hours in the English language. To receive Support Services, You must email support@MJFreeway.com or telephone one of the MJ Freeway offices as listed on the MJ Freeway website Support page, or another website or IP address designated by MJ Freeway. MJ Freeway will offer the Online Services to You in accordance with the service level identified in the applicable order form and described in the SLA agreement located at www.mjfreeway.com/SLA, or another website or IP address designated by MJ Freeway.

1. 4. Term. The Subscription commences on the Effective Date and will continue for the period stated in the applicable order form, and if the order form does not state an initial term, then the initial term shall be one (1) year (“Initial Term”) in either case, from the Effective Date, unless terminated earlier pursuant to the procedures set forth in this Agreement. Upon the expiration of the Initial Term, and unless set forth to the contrary in the applicable order form, the term of this Subscription will automatically extend for successive terms of one (1) year at MJ Freeway’s then-current rates and fees, provided that either party may terminate this Agreement, effective upon the expiration of the Initial Term or the then-current extension period, by notifying the other party in writing at least thirty (30) calendar days prior to the expiration of the Initial Term or then-current extension term, as applicable

1. 5. Suspension; Termination for Cause. If You are in breach of this Agreement, MJ Freeway may suspend Your access to and use of the Online Service until You have cured the breach. Additionally, either party may terminate this Agreement or the Subscription upon written notice if the other party materially breaches the Agreement and, if curable, does not cure such breach within thirty (30) days after written notice of such breach. All written notices of breach or cancellation requests must be sent to AM@Akerna.com. The party asserting a breach shall engage in good faith participation in curing the breach and communicating with the other party regarding said cure.  Upon the termination of this Agreement for any reason: (a) any amounts owed to MJ Freeway by You under this Agreement before such termination will become immediately due and payable, and (b) MJ Freeway will terminate Your access to or use of the Online Service, provided that MJ Freeway will allow you to obtain any of Your Data stored in the Online Service for a reasonable period after the Agreement expires or terminates pursuant to Section D (12) of this Agreement. The rights and duties of the parties under the following paragraphs of this Section A will survive the termination or expiration of this Agreement for any reason: 2, 5, 6, and 7. If the Subscription is terminated by You in accordance with this paragraph due to MJ Freeway’s uncured breach, MJ Freeway will refund You any prepaid fees for the Online Service covering the remainder of the term of all Order Forms after the effective date of termination. In no event will termination relieve You of Your obligation to pay any fees payable to MJ Freeway for the period prior to the effective date of termination.

1. 6. Disclaimer of Warranties. MJ FREEWAY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ONLINE SERVICE OR ANY CONTENT, AND THE ONLINE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MJ FREEWAY AND ITS LICENSORS.

1. 7. Mutual Indemnification

1. 1. 1. Your Indemnity. You shall indemnify and hold MJ Freeway, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of, or in connection with a claim arising from or related to Your use of the Online Service.
      2. MJ Freeway’s Indemnity. If any action is instituted by a third party against You based upon a claim that the Online Service, as provided, infringes a United States patent, copyright or trademark, then MJ Freeway will defend such action at its own expense on behalf of You and will pay all damages attributable to such claim which are finally awarded against You or paid in settlement of such claim. MJ Freeway may, at its option and expense, and in addition to defending You as set forth in the previous sentence, as Your exclusive remedy hereunder: (a) procure for You the right to continue using the Online Service; (b) replace or modify the Online Service so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and Your access to the Online Service and refund any amounts previously paid for the Online Service attributable to the remainder of the then-current term of this Agreement. MJ Freeway will have no liability to You for any infringement action that arises out of a breach of the terms and conditions of this Agreement by You or of the use of the Online Service (i) after it has been modified by You or a third party without MJ Freeway’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by MJ Freeway where the combination is the basis for the infringing activity. THIS PARAGRAPH SETS FORTH THE ENTIRE OBLIGATION OF MJ FREEWAY AND YOUR EXCLUSIVE REMEDY AGAINST MJ FREEWAY OR ANY OF ITS SUPPLIERS FOR ANY INFRINGEMENT CLAIM.
      3. Procedure. A party seeking indemnification under this Section A(7) will (i) give written notice of the claim promptly to the other party; (ii) give the other party sole control of the defense and settlement of the claim; and (iii) provide to the other party all available information and assistance.

B. IF YOU PURCHASE A LICENSE TO USE A MOBILE APP, THE FOLLOWING SECTIONS APPLY

1. 1. Mobile App. If You have engaged MJ Freeway to white label a Mobile App (e.g., brand the Mobile App with Your logos or trademarks) (“White Label”), then you hereby grant MJ Freeway a nonexclusive license to Your logos and trademarks as is necessary to perform the services requested. In exchange for Your payment of applicable fees, MJ Freeway will White Label the Mobile App as agreed by the parties. MJ Freeway will use reasonable efforts to distribute the Mobile App through supported distribution channels, and You will cooperate with MJ Freeway with regard to distribution of the Mobile App.

1. 2. Distribution. Subject to the terms of this Agreement, MJ Freeway hereby grants to You a non-sublicensable, non-transferable, non-exclusive license to make the Mobile App available to your Users through the supported distribution channels. MJ Freeway and its licensors reserve all rights not expressly granted to You in this Agreement.

1. 3. Your Responsibilities. You are solely responsible and liable for: (a) obtaining all necessary permissions, licenses, and authorizations for the distribution and use of the Mobile App, (b) ensuring that the Mobile App and its use complies with all applicable laws, rules, and regulations, and (c) ensuring that the Mobile App is offered to Your Users under any terms and conditions required by MJ Freeway.

1. 4. Your Data. You acknowledge that if you choose to integrate the Mobile App with the Online Services, Your Data will be transferred from the Mobile App to the Online Service.

C. IF YOU PURCHASE PROFESSIONAL SERVICES, THE FOLLOWING SECTIONS APPLY

1. 1. Professional Services. All Professional Services purchased by You shall be described in an applicable statement of work or an applicable order form signed by both parties. You agree to retain MJ Freeway to perform the Professional Services, and MJ Freeway agrees to perform the Professional Services on the terms and subject to the conditions and assumptions set forth in this Section C. You and MJ Freeway expressly acknowledge and agree that any schedules or timelines shall not be considered firm or fixed performance dates, are only to be regarded as estimated beginning and completion dates for the tasks and activities to be performed hereunder and are expected to be revised during the term of any engagement. All Professional Services and Deliverables are considered accepted by You upon delivery.

1. 2. Location and Access. MJ Freeway may perform the Professional Services at Your premises, MJ Freeway’s premises or such other premises that You and MJ Freeway may deem appropriate. You will permit MJ Freeway to have reasonable access to Your premises, personnel and computer equipment for the purposes of performing the Professional Services at Your premises.

1. 3. Your Assistance. You shall provide MJ Freeway with such resources, information, cooperation, and assistance as MJ Freeway may reasonably request in connection with the performance of the Professional Services. Without limiting the generality of the foregoing, in the event the Professional Services are provided on Your premises, You shall provide safe and adequate space, power, network connections, and other resources as reasonably requested by MJ Freeway, whether requested during regular business hours or otherwise. You acknowledge and agree that MJ Freeway’s ability to successfully perform the Professional Services in a timely manner is contingent upon its receipt from You of the information, resources and assistance requested. MJ Freeway shall have no liability for deficiencies in the Professional Services or Deliverables, or failure to meet any Schedule, resulting from the acts or omissions of You, Your agents or employees or performance of the Professional Services in accordance with Your instructions.

1. 4. Your Information. You acknowledge and agree that MJ Freeway may, in performing its obligations pursuant to this Agreement, be dependent upon or use data, material, and other information furnished by You without any independent investigation or verification thereof, and that MJ Freeway shall be entitled to rely upon the accuracy and completeness of such information in performing the Professional Services. MJ Freeway, in performing the Professional Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made by and shall be the sole responsibility of  MJ Freeway shall be entitled to rely on all such decisions of You without any resultant liability to MJ Freeway.

1. 5. Nonsolicit. During the term of this Agreement and for a period of 12 months thereafter, You shall not solicit, negotiate with or offer employment to (whether as an employee, officer, director, partner, consultant or otherwise), directly or indirectly, MJ Freeway’s present or former personnel, with whom You have either had contact or been referred to during the term of this Agreement, without first (1) notifying an authorized designee of MJ Freeway of such intent in writing and (2) subsequently receiving MJ Freeway’s express written authorization to solicit said personnel from MJ Freeway. Due to the scarcity of human resources that possess the skills and experience necessary to perform services on behalf of MJ Freeway, You acknowledge that MJ Freeway’s damages and losses resulting from any breach of this Section C(5) would be extremely difficult to fix in an actual and accurate amount. Therefore, it is further agreed that if You breach this Section C(5) by hiring any MJ Freeway personnel (whether as an employee, officer, director, partner, consultant or otherwise), You will pay a fee equal to one hundred percent (100%) of the projected one-year annualized compensation for the person or persons hired as liquidated damages, in addition to all costs associated with advertising and engaging recruitment services to fill the position. This fee would be payable immediately upon acceptance of hire.

1. 6. Ownership. “MJ Freeway Reserved Technology” means any ideas, inventions, intellectual property, concepts, know-how, knowledge, techniques, tools, information, data, trade secrets, approaches, methodologies, templates, operating instructions, standardized features, other technology, all other materials and information that meet the definition of trade secret under the federal Defend Trade Secret Act and the Colorado Uniform Trade Secret Act, or any intellectual property rights created, developed, owned or licensed by MJ Freeway (i) prior to the Effective Date of this Agreement, (ii) during the term of this Agreement but that are not Deliverables, or (iii) during the term of this Agreement that are generally applicable and not specific to You. MJ Freeway shall own all worldwide right, title and interest in and to the intellectual property rights embodied in the MJ Freeway Reserved Technology. MJ Freeway reserves all rights not expressly granted to You under this Agreement. Nothing contained herein shall be construed as limiting MJ Freeway’s rights to commercially use or market in the conduct of MJ Freeway’s business general ideas, concepts, know-how, knowledge, market analysis, frameworks, techniques, tools, approaches, and methodologies or other residual values possessed or known to MJ Freeway or learned or developed during the course of providing the Professional Services, without obligation of any kind to You.

1. 7. Limited Warranty. MJ Freeway represents and warrants that MJ Freeway will perform the Professional Services in a good and workmanlike manner. As MJ Freeway’s sole obligation and Your sole and exclusive remedy for breach of this warranty, MJ Freeway will re-perform any defective services at no additional cost to You or, if MJ Freeway reasonably determines that doing so would be impractical or cost-prohibitive, refund to You all fees paid for the Deliverable to the extent of the defect; provided, in each case, that You notify MJ Freeway in writing of the defect within ninety (90) days of completion of the applicable Professional Service.

D. THE FOLLOWING SECTIONS APPLY IN ALL CASES

1. 1. Users. You are responsible and liable for each of Your Users’ compliance with this Agreement. You shall not allow User credentials to be shared.

1. 2. Ownership. MJ Freeway and its licensors own all rights, title and interest, including all related Intellectual Property Rights, in and to the MJ Freeway Products and Services and MJ Freeway Reserved Technology, including all enhancements, modifications or derivative works to the foregoing, as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the MJ Freeway Products & Services. The MJ Freeway name, the MJ Freeway logo, and the product names associated with the MJ Products & Services are trademarks of MJ Freeway or third parties. All rights not expressly granted are hereby retained.

1. 3. Orders, Fees, Billing, Renewal

1. 1. 1. Orders. You shall order the MJ Freeway Products & Services other than Products by completing and signing an order form. You shall purchase Products through the shopping cart on the Site. Each accepted, fully executed order form shall be deemed to become incorporated herein by reference as if attached and made an integral part of this Agreement. Any terms, provisions or conditions on any purchase order, acknowledgement, or other business form or writing that You may provide to MJ Freeway or use in connection with the procurement of MJ Freeway Products & Services from MJ Freeway will have no effect on the rights, duties or obligations of the parties hereunder, regardless of any failure of MJ Freeway to object to such terms, provisions or conditions.
      2. Fees. Fees for the MJ Freeway Products & Services are described in the applicable order form. The applicable order form will determine the fees for the first one (1) year of the parties’ contract, beginning on the execution date of the applicable order form. The fees in the applicable order form will automatically increase by five (5) percent for each subsequent year for which the applicable order form is in effect, unless otherwise stated in the applicable order form. MJ Freeway can modify the prices for any MJ Freeway Product & Service by providing You at least thirty (30) days’ prior notice. All fees due are payable in U.S. Dollars. MJ Freeway’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on MJ Freeway’s income. If MJ Freeway has the legal obligation to pay or collect taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You unless You provide MJ Freeway with a valid tax exemption certificate authorized by the appropriate taxing authority.
      3. Billing; Payment. If you choose to pay by credit card, MJ Freeway will automatically charge Your credit card or other payment method accepted by MJ Freeway in advance for each period you use the Online Service. The duration of such period shall be specified in the applicable order form. You hereby authorize MJ Freeway to charge such credit card or other payment method accepted by MJ Freeway for all Online Services for the initial subscription term and any renewal subscription term(s). Such fees shall be paid annually in advance, unless otherwise stated in the applicable order form. You are responsible for providing complete and accurate billing and contact information and notifying MJ Freeway of any changes to such information. If you do not pay by credit card, MJ Freeway will invoice You, and You shall pay all invoiced amounts within thirty (30) days of Your receipt of the invoice. All payment obligations are non-cancelable and all amounts paid are nonrefundable, except as expressly set forth in the Agreement to the contrary.
      4. Non-Payment. In addition to any other rights granted to MJ Freeway herein, MJ Freeway reserves the right to suspend Your access to and use of the any MJ Freeway Product & Service (other than Products you purchased) if You fail to pay any undisputed amount owed on or before its due date. Overdue amounts are subject to a late charge of 3.3% per month, or the or the maximum interest rate permitted by Colorado law, whichever is less, plus all expenses of collection. If You or MJ Freeway initiates termination of this Agreement, You will be obligated to pay the balance due on Your account.
      5. Disputed Invoices. If you, in good faith, dispute the accuracy of the amount charged or invoiced to you, you shall pay such amount as you believe, in good faith, to be correct, and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation within ten (10) days of the receipt of the relevant invoice.  If you do not timely submit such notice, then the related invoice shall be deemed not in dispute.

1. 4. Term; Suspension; Termination for Cause. This Agreement shall be in force and effect as long as there is an order form or statement of work in force or effect, unless earlier terminated as allowed herein. If You are in breach of this Agreement, an order form, or any statement of work, MJ Freeway may suspend its performance (including Your access and use of MJ Freeway Products & Services) until You have cured the breach. Additionally, either party may terminate this Agreement or any individual order form upon written notice if the other party materially breaches the Agreement or an individual order form and, if curable, does not cure such breach within thirty (30) days after written notice of such breach. All written notices of breach or cancellation requests must be sent to AM@Akerna.com. The party asserting a breach shall engage in good faith participation in curing the breach and communicating with the other party regarding said cure.  Upon the termination of this Agreement for any reason: (a) any amounts owed to MJ Freeway by You under this Agreement before such termination will become immediately due and payable, and (b) MJ Freeway will terminate Your access to or use of the MJ Freeway Products and Services, provided that MJ Freeway will allow you to obtain any of Your Data stored in an Online Service pursuant to Section D (12) of this Agreement. The termination or expiration of any individual order form will not affect any other order form or statement of work then in effect. Upon termination of this Agreement, each order form or statement of work that is then in effect will continue in accordance with its terms and subject to the Agreement. The rights and duties of the parties under the following paragraphs of this Section D will survive the termination or expiration of this Agreement for any reason: 2, 4-10, 12, 15, and 16. Additionally, all of Your payment obligations under this Agreement shall survive termination or expiration for any reason.

1. 5. Indemnification. You shall release, defend, indemnify and hold harmless MJ Freeway (including its officers, directors, employees, affiliates, independent contractors, distributors, agents and successors) against any expense, loss, cost or liability (including, without limitation, interest, penalties, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (a) use or receipt of the MJ Freeway Products & Services by Customer and its agents, employees, and independent contractors; (b) Your negligence or Your actions (or any failure to act) hereunder; (c) any breach by You of Your obligations hereunder; (d) Your or Your business operation’s violation or alleged violation of applicable law, rule, or regulation; or (e) MJ Freeway’s provision of MJ Freeway Products & Services to You other than to the extent the liability arises from MJ Freeway’s gross negligence, intentional misconduct, or material breach of the Agreement.

1. 6. Warranty. Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that: (a) You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your business operations and the use of the Online Service, including those related to data privacy such as the Health Insurance Portability and Accountability Act of 1996 (as amended), and (b) You own or have obtained all rights, consents, permissions, or licenses necessary to allow the Online Service access to, or possession, manipulation, processing, or use of Your Data.

1. 7. Disclaimer

1. 1. 1. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS AGREEMENT, ALL MJ FREEWAY PRODUCTS & SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MJ FREEWAY PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO DOCUMENTATION, MJ FREEWAY PRODUCTS & SERVICES, OR OTHER INFORMATION OR DATA PROVIDED UNDER THIS AGREEMENT. MJ FREEWAY PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE DOCUMENTATION, MJ FREEWAY PRODUCTS & SERVICES, OR OTHER INFORMATION OR DATA PROVIDED IS ACCURATE, CURRENT, CORRECT, COMPLETE, OR APPROPRIATE FOR YOUR INTENDED USE. MJ FREEWAY DOES NOT WARRANT ANY RESULTS FROM THE USE OF ANY MJ FREEWAY PRODUCTS & SERVICES. IT IS EXPRESSLY UNDERSTOOD BY THE PARTIES THAT IT IS YOUR RESPONSIBILITY TO VERIFY INFORMATION OR DATA OBTAINED UNDER THIS AGREEMENT.
      2. YOU UNDERSTAND THAT MJ FREEWAY, INCLUDING ITS AFFILIATES, IS AN INFORMATION PROVIDER AND DOES NOT PROVIDE LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE. THE DOCUMENTATION WAS NOT NECESSARILY PREPARED OR COMPILED BY PERSONS LICENSED TO PRACTICE LAW IN A PARTICULAR JURISDICTION. THE DOCUMENTATION AND OTHER INFORMATION, MATERIALS AND OPINIONS (IF ANY) CONTAINED IN THE DOCUMENTATION OR PROFESSIONAL SERVICES ARE FOR GENERAL INFORMATION PURPOSES ONLY, ARE NOT INTENDED TO CONSTITUTE LEGAL OR OTHER PROFESSIONAL ADVICE, AND SHOULD NOT BE RELIED ON OR TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE RELEVANT TO PARTICULAR CIRCUMSTANCES. NEITHER MJ FREEWAY NOR ITS AFFILIATES NOR ANY OF ITS THIRD PARTY SUPPLIERS SHALL BE LIABLE FOR ANY LOSS THAT MAY ARISE FROM ANY RELIANCE BY SUBSCRIBER, OR ANY THIRD PARTIES, ON THE DOCUMENTATION OR OTHER INFORMATION OR MATERIALS OBTAINED BY YOU THROUGH MJ FREEWAY PRODUCTS & SERVICES.
      3. YOU ALSO ACKNOWLEDGE THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF RISK AND THAT MJ FREEWAY, IN FURNISHING THE DOCUMENTATION AND OTHER INFORMATION TO YOU, DOES NOT OR WILL NOT UNDERWRITE THAT RISK, IN ANY MANNER WHATSOEVER. YOU THEREFORE AGREE THAT MJ FREEWAY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY CAUSED IN WHOLE OR IN PART BY MJ FREEWAY’S NEGLIGENCE IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE DOCUMENTATION OR OTHER INFORMATION.

1. 8. Limitation of Liability

1. 1. 1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MJ FREEWAY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING THE MJ FREEWAY PRODUCTS & SERVICES, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 1 MONTH PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
      2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MJ FREEWAY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE MJ FREEWAY PRODUCTS & SERVICES, OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      3. TO THE EXTENT PERMITTED BY APPLICALBE LAW, MJ FREEWAY SHALL NOT BE LIABLE FOR ANY DEMAND, CLAIM, LOSS, LIABILITY, DAMAGE, COST OR EXPENSE REGARDLESS OF FORM OF ACTION, FOR ANY DAMAGES RESULTING FROM THE USE OF ANY DOCUMENTATION, INFORMATION, MJ FREEWAY PRODUCTS & SERVICES, OR DATA PROVIDED UNDER THIS AGREEMENT.

1. 9. Confidentiality.

1. 1. 1. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).
      2. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section D(9)(b). The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
      3. The Receiving Party’s obligations under Section D(9)(b) with respect to any Confidential Information of the Disclosing Party will not apply if such information: (i) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the Receiving Party has become, generally available to the public; or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (a) approved in writing by the Disclosing Party, (b) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (c) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section (D)(9)(c) shall not render Confidential Information as non-confidential.
      4. The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section D(9)(d).

1. 10. Your Data. MJ Freeway does not own Your Data. You retain all right, title and interest in and to Your Data. You grant to MJ Freeway all necessary licenses and rights in and to Your Data solely as necessary for MJ Freeway to provide MJ Freeway Products & Services to You or as required by law. MJ Freeway will not knowingly use or access any of Your Data except as necessary to provide the MJ Freeway Products & Services or as otherwise allowed in the Agreement. You are solely responsible for Your Data including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any Intellectual Property Rights ownership or right to use the foregoing. You will not provide, post or transmit any of Your Data that: (a) infringe or violate any Intellectual Property Rights, publicity/privacy rights, law or regulation; or (b) contain any Malicious Code, or other elements that may damage, surreptitiously intercept or expropriate any system, data or personal information. MJ Freeway may take remedial action, including immediate suspension of Your access to the MJ Freeway Products & Services, if Your Data violates this Section D(10).

1. 11. Aggregated Data. MJ Freeway reserves the right to de-identify or aggregate (or both) any data, information or content obtained by MJ Freeway from You or arising from Your use or receipt of MJ Freeway Products & Services, including, without limitation, Your Data (“De-identified Data”). MJ Freeway may use De-identified Data for any lawful purpose. You hereby by expressly, perpetually, and irrevocably authorize MJ Freeway to collect, create, and use De-identified Data for any lawful purpose.

1. 12. Data Retention. In the event Your Data becomes inactive for ninety (90) consecutive days (the “Inactivity Period”), MJ Freeway is under no obligation to keep Your Data available in the MJ Freeway application in which Your Data was stored.  MJ Freeway will retain Your Data for a period of one (1) year (the “Storage Period”) commencing on the first (1st) day following the Inactivity Period.  Throughout the Storage Period, Your Data will be available for You to access through Reporting unless otherwise agreed to by the parties.  Upon expiration of the Storage Period, MJ Freeway is under no obligation to retain Your Data in any manner.

1. 13. Legal Requests. MJ Freeway may access and share any information you provide us or that we collect about you under this Agreement, including without limitation, Your Data, if we have a good faith belief we are required to do so under applicable law. For instance, we may share Your information in response to a search warrant, court order or subpoena. Also, MJ Freeway may also access and share information when we have a good faith belief it is necessary to detect, prevent and address illegal activity, to protect MJ Freeway from legal or civil liability; or to prevent death or imminent bodily harm. To the extent MJ Freeway has a good faith belief it is required to testify in any proceeding or deposition or is required to respond to requests for information or documents about You or Your data in any legal or administrative proceeding or otherwise, whether at Your request or that of a third-party, you agree to indemnify and hold harmless MJ Freeway for all costs, expenses, expert fees, liabilities and attorneys’ fees incurred in connection with such work. These costs may include, but are not limited to: (a) the costs and attorneys’ fees incurred in objecting or responding to a request for documents, information, or testimony; (b) the costs and attorneys’ fees associated with gathering, reviewing, and producing documents, testifying or preparing to testify in a deposition or other proceeding, or preparing any privilege log relative to a response for documents or information by MJ Freeway; and (c) reasonable compensation to MJ Freeway for the time spent by MJ Freeway’s employees or independent contractors in regard to any such request.

1. 14. Assignment; Change in Control. This Agreement may not be assigned by You without the prior written approval of MJ Freeway. Any purported assignment in violation of this section shall be void.

1. 15. Modifications. MJ Freeway may unilaterally modify or update the terms of this Agreement by providing thirty (30) days notice to Customer.  Customer’s continued usage of MJ Freeway Products or Services constitutes acceptance of any updated or changed term of this Agreement.

1. 16. Publicity. You grant MJ Freeway a limited and revocable license and right to use Your name and logo on customer lists and related advertising materials in any commercially reasonable manner.

1. 17. Compliance with Law. You shall comply with all applicable laws and regulations in connection with Your use of the MJ Freeway Products & Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations.

1. 18. Force Majeure. MJ Freeway shall not be liable for any failure by MJ Freeway to perform its obligations under this Agreement because of circumstances beyond the reasonable control of MJ Freeway, which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government, governmental authority or third party, declarations of governments, transportation delays, power failure, computer failure, telecommunications failure, third party technology, Your failure to cooperate with the reasonable requests of MJ Freeway and any other events reasonably beyond the control of MJ Freeway.

1. 19. General. This Agreement shall be governed by the laws of the State of Colorado without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Online Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado USA. No text or information set forth on any other purchase order, preprinted form or document (other than an associated MJ Freeway quote or invoice, if applicable) shall modify the terms and conditions of this Agreement. In the event of a conflict between the terms in the main body of this Agreement and the terms in any MJ Freeway quote or invoice, the quote or invoice will prevail and control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between You and MJ Freeway. The failure of MJ Freeway to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by MJ Freeway in writing. This Agreement, together with any associated MJ Freeway quote, order form, statement of work, or invoice, comprises the entire agreement between You and MJ Freeway and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of a MJ Freeway subscription agreement, commonly known as a clickthrough or EULA (“Clickthrough”). In the event of a conflict between the terms of an order form or statement of work and this Agreement, the terms of the order form or statement of work shall govern. All notices, required or permitted under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of email if delivered by email with a fax confirmation sent on the same day. Any notice to MJ Freeway will be delivered to Lewis Brisbois Bisgaard & Smith, ATTN: Jon Olafson, 1700 Lincoln St. #4000, Denver, Colorado 80203. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure.

As used in this Agreement the following terms have these meanings:

“Affiliate” means any entity (now existing or hereafter formed or acquired), which, directly or through one or more intermediaries, controls, is controlled by, or is under common control with, another entity. Ownership of fifty percent (50%) or more of the voting stock, membership interests, partnership interests, or other equity of an entity shall be deemed to be in control over such entity.

“Appropriate Security Measures” means commercially reasonable technical, physical and procedural controls to (i) protect Your Data against destruction, loss, alteration, unauthorized disclosure to third parties, and unauthorized access by employees or contractors employed by MJ Freeway, and (ii) prevent the introduction of Malicious Code into the Online Service and Content.

“Content” means the visual information, documents, software, products and services contained or made available to You in the course of using the Online Service, other than Your Data.

“Excluded Downtime” means any time the Online Service is not available because of a Force Majeure or Planned Downtime.

“Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving MJ Freeway’s employees), telecommunications or network failures or delays, service or computer failures involving services, hardware, or software not within MJ Freeway’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks).

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Reporting” means accessing data that is viewable on a screen and is available to print.

“Support Incident” means (i) a basic question related to the use or configuration of the Online Service where the use or configuration is consistent with guidance in the User Documentation, (ii) a reproducible non-conformity in the Online Service causing the Online Service not to operate in substantial conformance with the applicable User Documentation.

“Support Services” means technical assistance provided by MJ Freeway personnel to address Support Incidents.

“User(s)” means Your named employees, representatives, consultants, contractors, partners, or agents who are authorized to use the Online Service by You.

“User Documentation” means MJ Freeway’s published documentation, knowledge base articles and other content that are generally made available by MJ Freeway to all customers, including without limitation the materials located at www.MJ Freewaymerge.com/support.

“Your Data” means any information provided, made available, or submitted by You to the Online Service or Mobile App or retrieved by the Online Service or Mobile App from You.