LAST UPDATED: JANUARY 31, 2019 TERMS AND CONDITIONS OF SITEHANDS SERVICES This Terms and Conditions of Sitehands Services (“Terms and Conditions”) govern the relationship between Sitehands, Inc., (“Sitehands”, “we”, “us” and “our”) and you, the organization or entity subscribing to our Services and/or using the Sitehands Platform (both defined below) (in either case, “you”, “your”). BY ACCEPTING THESE TERMS AND CONDITIONS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SITEHANDS ORDER FORM THAT REFERENCES THESE TERMS AND CONDITIONS, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO THESE TERMS AND CONDITIONS, AND THAT THE PERSON ACCEPTING THESE TERMS AND CONDITIONS HAS THE AUTHORITY TO DO SO, EITHER INDIVIDUALLY OR AS YOUR EMPLOYEE OR AGENT. If you do not accept these Terms and Conditions, please do not proceed with registration. You may not access or purchase Services if you are our direct competitor, except with our prior written consent. In addition, you may not access or purchase Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. We may change, modify, add or remove portions of these Terms and Conditions (each, an “Update”) from time to time without prior notice, and such Updates will be effective immediately. If we make an Update, we will change the "Last Updated" date above and flag certain material changes. Your continued use of the Services confirms your acceptance of the Update. We encourage you to frequently review these Terms and Conditions to ensure you understand the latest terms and conditions governing your use of the Services. You acknowledge that we may change the Services from time to time in order to provide updates or additional or different features; provided, however, that we will not materially reduce the functions or features of the Services without your prior consent. 1. DEFINITIONS “Custom Work Product” means any custom work product that you and Sitehands agree in a Statement of Work “SOW” that Sitehands will develop and deliver to you as a work for hire, and wherein you and Sitehands agree in the SOW that you will own such work product. “End Users” means your authorized employees and agents. “Feedback” means any new features, functionality, or improvement to the Services or the Sitehands Platform suggested by you. “IP Claim” means any claim by a Third Party against you alleging the Sitehands Platform (excluding Your Content) directly infringes any U.S. patent, U.S. copyright, or trademark or misappropriates any trade secret. “Order Form” means the order form made available by Sitehands online via the customer login link or other web page that we may designate, within which you specify those particular Services offered by Sitehands that you wish to purchase, and the duration of such Services. “Professional Services Fees” means the fees payable by you to Sitehands as set forth in the Service Catalog or any applicable SOW. “Proprietary Information” means information (whether oral or written) relating to a party’s products, services and business that it treats as confidential and that may be marked or identified as “Proprietary Information” or reasonably should be understood as confidential given the nature of the information and circumstances of disclosure. “Services” means the products and services that are described in the Services Catalog, or any applicable SOW, and that you order through an Order Form. Services exclude Third Party Applications, but include the Sitehands Platform. “Services Catalog” means the Sitehands catalog that describes the various services offered by Sitehands, as made available and updated by Sitehands from time to time online via the customer login link or other web page that we may designate. “Sitehands Platform” means the Sitehands client-services platform (including the content therein, and all related materials and documentation, and upgrades and updates thereto, and all derivative works thereof). “Sitehands Technology” means all worldwide right, title and interest in and to the Sitehands Platform and all work product and deliverables provided in connection with the Services, including all worldwide intellectual property rights therein, and all derivative works or enhancements thereof, including but not limited to all worldwide intellectual property rights therein, but excluding in all cases Your Content. “Statement of Work” means a written statement of work signed by you and Sitehands pursuant to which Sitehands will perform custom professional services for you. “Subscription Fees” means the fees payable by you as set forth in the Service Catalog and in the applicable Order Form or SOW. “Subscription Term” means, for any Order Form, the subscription term identified in such Order Form. “Third Party Application” means any products or services provided by a Third Party as identified in an Order Form or a SOW, in each case that Sitehands or third parties may from time to time make available to you. “Your Content” means data transmitted, uploaded and/or generated to or through the Sitehands Platform, or delivered by you to Sitehands in connection with the Services. 2. PROVISION OF THE SERVICES 2.1. Your Rights. Subject to these Terms and Conditions (including without limitation payment of Subscription Fees and Professional Services Fees), we shall provide you with (i) the Services, (ii) the right to access and use the Sitehands Platform for purposes of receiving Services, and (iii) the right to allow End Users to access and use the Sitehands Platform for the foregoing purposes. 2.2. Platform Restrictions. The Services and Sitehands Platform are provided pursuant to these Terms and Conditions subject to the following restrictions: (a) you shall not reverse engineer, disassemble, decompile, otherwise attempt to derive the source code of the Sitehands Platform, or separate the contents of any Sitehands Platform or permit others to do any of the foregoing; (b) you shall not sublicense the use of the Sitehands Platform (except that you may grant access to the Sitehands Platform to End Users), and (c) You may not use the Sitehands Platform for time-sharing, rental, outsourcing, or service bureau use. In addition, you may not: (i) use the Sitehands Platform to send or store material containing software viruses, worms, Trojan horses or other harmful computer code; (ii) interfere with or disrupt the integrity or performance of the Sitehands Platform or the data contained therein; (iii) attempt to gain unauthorized access to the Sitehands Platform or related systems or networks; (iv) use the Sitehands Platform for any benchmarking or competitive purposes; (v) use the Sitehands Platform to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Sitehands Platform, or copy any ideas, features, functions or graphics of the Sitehands Platform; (vi) access or use (or attempt to access or use) any Sitehands Platform user account without permission, or solicit another user’s login information; (vii) “frame” or “mirror” any portion of the Sitehands Platform; (viii) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Sitehands Platform; or (ix) probe, scan or test the vulnerability of the Sitehands Platform, breach the security or authentication measures on the Sitehands Platform, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Sitehands Platform, such as a denial of service attack. You shall not aid or permit others to do any of the foregoing. You will not, and will not attempt to, interfere with, modify or disable any features, functionality or security controls of the Sitehands Platform or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Sitehands Platform. 2.3. Your Content. Subject to the terms and conditions of these Terms and Conditions, you grant us a nonexclusive, nontransferable, non-sublicensable, worldwide, license to use, copy and display Your Content solely to perform the Services and provide the Sitehands Platform to you, and for Sitehands’ internal business purposes. 2.4. Ownership. Sitehands reserves all rights not expressly granted to you in these Terms and Conditions, and no licenses are granted by implication or estoppel. As between the parties, Sitehands and its licensors, suppliers and customers retain all worldwide right, title and interest in and to the Sitehands Platform and the Sitehands Technology. If you suggest any Feedback, you acknowledge that all Feedback and products or services incorporating such Feedback are the sole and exclusive property of Sitehands, and you hereby irrevocably assign to Sitehands all intellectual property rights and all other rights and title to Feedback. 2.5. Works for Hire. If you and Sitehands agree in a SOW that Sitehands will develop and deliver Custom Work Product to you, then, notwithstanding anything to the contrary in Section 2.4 you will own such Custom Work Product, and Sitehands hereby assigns ownership rights in and to Custom Work Product to you, subject to the terms of these Terms and Conditions. If any Sitehands Technology is embedded or incorporated into Custom Work Product, then, subject to the terms of these Terms and Conditions, Sitehands grants you a nonexclusive, limited, non-transferable, royalty-free license to use such Sitehands Technology solely as incorporated or embedded within the Custom Work Product, and solely for your internal business purposes to the extent necessary for you to use the Custom Work Product in the manner described in the applicable SOW. 3. THIRD PARTY PRODUCTS AND SERVICES 3.1. Use of Third Party Products and Services. Sitehands or third parties may from time to time make available to you certain Third Party Applications. Your acquisition of Third Party Applications, and any exchange of data between you and any Third Party provider, is solely between you and the applicable Third Party. Sitehands does not warrant or support Third Party Applications or other Third Party products or services, whether or not they are designated by Sitehands as “certified” or otherwise, except as may be expressly specified in an Order Form or a SOW. 3.2. Third Party Products and Services and Your Content. If you enable any Third Party Application for use with the Services, you acknowledge that Sitehands may allow the applicable Third Party provider to access Your Content as required for the interoperation of such Third Party Application with the Services and/or Sitehands Platform. Sitehands is not responsible for any disclosure, modification or deletion of Your Content resulting from any such access by a Third Party Application or its provider. You may allow a Third Party service provider to use or access the Services solely for purposes of providing products or services for you, provided that such service provider has contractually agreed to maintain the confidentiality of the Services under terms no less restrictive than as set forth in Section 2.4 (Ownership) and Section 10 (Nondisclosure). You are responsible and liable for such Third Party service provider’s compliance with the terms of these Terms and Conditions governing such use. 3.3. Integration with Third Party Products and Services. The Services and Sitehands Platform may contain features designed to interoperate with Third Party products and services (e.g., email, text messaging, or customer relationship management applications). To use such features, you may be required to obtain access to such Third Party products or services from their providers or to grant Sitehands access to your account(s) on such Third Party products or services. Sitehands cannot guarantee the continued availability of such Service features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party product or service ceases to make the Third Party product or service available for interoperation with the corresponding Service features in a manner acceptable to Sitehands. 3.4. Third Party Terms and Conditions. Certain components of the Services may be provided by third parties and are subject to separate terms and conditions. You must agree to those terms and conditions before accessing or using such Third Party products, and you must comply with such terms and conditions. Sitehands may modify, remove or replace such Third Party products or components from time to time. 3.5. Subcontractors and Dependencies. Sitehands may engage Third Party subcontractors to perform any portion of the Services provided that Sitehands obligates such subcontractors to maintain the confidentiality of your Proprietary Information under terms consistent with these Terms and Conditions, and Sitehands shall remain responsible to you with respect to such subcontractors’ performance of such Services. You acknowledge that your timely provision of (and Sitehands’ access to) your relevant assistance, cooperation, and complete and accurate information and data (including required consents, licenses and authorizations, if any) is essential to the performance of the Services, and that Sitehands shall not be liable for any deficiency in performing Services if such deficiency results from your failure to provide full cooperation, assistance and information as required hereunder. 4. FEES AND PAYMENT You will pay Sitehands the fees, including any Subscription Fees and Professional Services Fees, as set forth in the applicable Order Form or SOW. All such fees are exclusive of taxes, and you are responsible for payment of any taxes (excluding taxes imposed on the income of Sitehands, for which Sitehands shall be responsible). Unless set forth otherwise on any Order Form or a SOW, Sitehands will invoice you for such fees and costs, and you will pay invoices within thirty (30) days of receipt. You may withhold an invoiced amount that it disputes in good faith if you notify Sitehands of such good faith dispute and provide supporting documentation, within fifteen (15) days of receipt of the invoice. If you do not notify Sitehands of such dispute within such time, then invoiced amounts shall be deemed accepted by you. If you do not pay amounts when due, then Sitehands may, without limiting its other available remedies, assess a monthly late payment charge of 1.5% or the highest amount permitted under applicable law (whichever is less) on the unpaid amount or, upon notice to you, suspend performance of these Terms and Conditions (including suspending performance of a SOW, the Services and/or access to the Sitehands Platform). All payments are nonrefundable and non-creditable except as may otherwise be expressly permitted herein. 5. TERM AND TERMINATION We will provide Services to you for the duration of the Subscription Term. At any time upon advance written notice to the other party, either party may terminate the Subscription Term or any SOW for its convenience; provided, however, that neither party may terminate a project-based SOW for convenience unless expressly permitted in such SOW. If you terminate a Subscription Term or a SOW for convenience, you must promptly pay to Sitehands a termination fee equal to the unpaid fee obligations under a Subscription Term or SOW for the remainder of the then-current term. Each party may terminate a Subscription Term or a SOW (i) if the other party materially breaches any provision of these Terms and Conditions or SOW, as applicable, and does not cure such breach within sixty (60) days of receipt of notice describing such breach or (ii) upon notice 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. Upon expiration or termination of a Subscription Term, you shall cease using the Services and the Sitehands Platform and shall promptly pay all outstanding fees through the date of such expiration or termination. Except as may be set forth otherwise in these Terms and Conditions, all rights and obligations that expressly or by their nature survive the expiration or termination of a Subscription Term or SOW shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms and Conditions until they are satisfied or by their nature expire and shall bind the parties and their successors and permitted assigns, and the provisions of Sections 2.4, 5, 6.3, 7, 8, 9, 10 and 11, and your payment obligations, shall survive any termination or expiration of a Subscription Term or SOW. 6. LIMITED WARRANTIES AND DISCLAIMERS 6.1. Sitehands’ Warranties. Sitehands represents and warrants that (a) it has validly entered into these Terms and Conditions and has the legal power to do so, and (b) it will provide the Services materially in accordance with the terms of these Terms and Conditions. 6.2. Your Warranties. You represent and warrant that (a) you have validly entered into these Terms and Conditions and have the legal power to do so, (b) you will comply with all applicable local, state, national and international laws, treaties, regulations and conventions in connection with your use of the Services and the Sitehands Platform, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data, and (c) that you have the right to deliver the Your Content to Sitehands and to allow Sitehands to use, copy, modify, distribute, display and publicly perform Your Content as permitted herein. 6.3. Disclaimers. THE EXPRESS WARRANTY MADE BY SITEHANDS IN SECTION 6 IS THE SOLE AND EXCLUSIVE WARRANTY OF SITEHANDS AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE, ALL OF WHICH ARE HEREBY DISCLAIMED. THE SERVICES AND THE SITEHANDS PLATFORM ARE MADE AVAILABLE “AS IS”. SITEHANDS DOES NOT WARRANT THAT THE SERVICES OR THE SITEHANDS PLATFORM WILL BE ERROR OR DEFECT-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR THAT ERRORS, DEFECTS OR BUGS CAN OR WILL BE CORRECTED. 7. INDEMNIFICATION You shall indemnify, defend and hold Sitehands, its licensors and their respective officers, directors, employees and agents harmless from any losses, damages, costs and expenses (including attorneys’ fees) directly or indirectly arising out of or relating to any claim from any party arising out of or relating to (i) your use or your End Users’ use of the Services or the Sitehands Platform, unless such claims are caused by Sitehands’ gross negligence or willful misconduct; (ii) your noncompliance with applicable laws or breach of these Terms and Conditions, and (iii) Your Content. 8. INFRINGEMENT 8.1. Third Party Claims. If a Third Party makes an IP Claim against you, then Sitehands will defend you against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees and costs) finally awarded against you by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Sitehands arising out of such IP Claim; provided that: (a) you promptly notify Sitehands in writing no later than thirty (30) days after your receipt of notification of a potential claim; (b) you permit Sitehands to assume sole control of the defense of such claim and all related settlement negotiations; and (c) you provide Sitehands, at Sitehands’ request and expense, with the reasonable assistance, information and authority necessary to perform Sitehands’ obligations under this Section 8.1. You may not make any admissions or consent to any judgment or settlement in respect of an IP Claim without Sitehands’ prior written consent. 8.2. Exceptions. Sitehands shall have no liability for any claim of infringement based on (i) the unauthorized modification of the Sitehands Platform, (ii) the use of the Sitehands Platform or Services other than in accordance with the provided documentation and these Terms and Conditions, or (iii) Your Content. If, due to an IP Claim or the threat of an IP Claim, (a) the Sitehands Platform is held by a court of competent jurisdiction to be infringing, or in Sitehands’ reasonable judgment may be held to infringe by such a court, or (b) you receive a valid court order enjoining you from using the Sitehands Platform, or in Sitehands’ reasonable judgment you may receive such an order, Sitehands may, at its option, (1) replace or modify the Sitehands Platform to be non-infringing; (2) obtain for you a license to continue using the Sitehands Platform; or (3) terminate the Subscription Term upon notice and refund prepaid but unused amounts received from you in respect of the balance of the Term. THIS SECTION 8 STATES THE ENTIRE LIABILITY OF SITEHANDS AND ITS LICENSORS TO YOU OR ANY THIRD PARTY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS. 9. LIMITATION OF LIABILITY IN NO EVENT SHALL SITEHANDS AND/OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF PROFITS, OR OTHER ECONOMIC LOSS, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, EVEN IF SITEHANDS HAS BEEN ADVISED OF SUCH CLAIM. The aggregate and cumulative liability of Sitehands to you or any Third Party for all damages arising out of or relating to these Terms and Conditions and the Services shall in no event exceed the amount of fees paid by you to Sitehands under the Order Form under which the liability arose during the six (6) months immediately preceding the cause of action. 10. NONDISCLOSURE 10.1. Proprietary Information. Sitehands’ Proprietary Information shall include, but not be limited to, the Sitehands Platform, and all of its proprietary or confidential formulas, source code, algorithms, methods, know how, processes, designs, components or features, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, Third Party proprietary information included in the Sitehands Platform, the Services, and the terms and pricing under these Terms and Conditions, regardless of whether such information is marked as “Proprietary Information.” 10.2. Protection of Confidential Information. The receiving party shall not use the disclosing party’s Proprietary Information for any purpose unrelated to these Terms and Conditions and shall limit disclosure of such Proprietary Information to those of its employees, subcontractors, and consultants with a need to know the Proprietary Information, subject to a nondisclosure obligation comparable in scope to this Section 10. Each party shall protect the other party’s Proprietary Information by using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Proprietary Information. The obligations imposed by this Section 10 shall expire five (5) years after expiration or termination of each Subscription Term, provided however that the obligations imposed by this Section 1 shall continue in perpetuity with respect to Sitehands’ trade secrets. 10.3. Exceptions. The obligations in this Section 10 shall not apply to any Proprietary Information that: (a) is or becomes publicly known through no fault of the receiving party; (b) is developed independently by the receiving party prior to the date of disclosure, without use of the disclosing party’s Proprietary Information, as evidenced by the receiving party’s records kept in the ordinary course of its business; (c) is in the receiving party’s possession prior to receipt from the disclosing party, as evidenced by the receiving party’s records kept in the ordinary course of its business; or (d) is rightfully obtained by the receiving party from a Third Party entitled to disclose the information without confidentiality restrictions. A receiving party also may disclose Proprietary Information to the extent required by a court or other governmental authority, provided that the receiving party promptly notifies the disclosing party of the disclosure requirement and cooperates with the disclosing party (at the latter’s expense and at its request) to resist or limit the disclosure. 10.4. Injunctive Relief. A party’s breach of this Section 10 could cause the other party irreparable injury for which it may not have an adequate remedy at law and for which damages may be difficult to ascertain. The non-breaching party shall be entitled to seek injunctive relief in any court of competent jurisdiction in addition to other legal or equitable remedies, without posting a bond. 11. GENERAL TERMS 11.1. Interpretation. All headings in these Terms and Conditions are included solely for convenient reference and shall not affect its interpretation. If any provision of these Terms and Conditions is determined by a court to be invalid or unenforceable as drafted, that provision shall be severed, and the enforceability of other provisions shall not be affected. These Terms and Conditions may be modified or amended only by a written agreement signed by both parties. The failure by a party to exercise any right or remedy hereunder will not operate as further waiver of such right or remedy in the future or any other right or remedy. No waiver of any default, condition or breach of these Terms and Conditions shall be deemed to imply or constitute a waiver of any other default, condition or breach of these Terms and Conditions, whether of a similar nature or otherwise. These Terms and Conditions, including each Order Form and SOW, constitute the entire agreement between the parties concerning its subject matter and supersede any prior or separate agreements between the parties concerning the subject matter of these Terms and Conditions, and supersede the terms of any other agreements, and such terms are rejected by the parties. 11.2. Notices. All notices and consents sent under these Terms and Conditions shall be in writing and: (a) hand delivered; (b) transmitted by fax; or (c) delivered by prepaid overnight courier and shall be deemed received on the date of receipt. Notices shall be sent to us must be address to Sitehands 615 South College Street, Suite 700 Charlotte NC 28202, attention President/CEO. Notices to you will be address to the contact designated by you in the Order Form. 11.3. Relationship of the Parties. The parties are independent contractors and nothing in these Terms and Conditions or any SOW or Order Form shall be construed as creating a partnership, joint venture or agency relationship between the parties, or as authorizing either party to act as agent for the other or to enter into contracts on behalf of the other. 11.4. Insurance. During the Subscription Term, Sitehands will obtain and maintain the following insurance, and will provide you with a certificate of insurance evidencing such coverage in response to your written request. Such coverage shall include (i) Commercial General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) automobile insurance with limits of not less than $1,000,000 combined single limit; (iii) workers’ compensation insurance in accordance with applicable law; (iv) errors and omissions liability with a limit of $8,000,000; and (v) umbrella coverage of not less than $10,000,000. 11.5. Force Majeure. Sitehands will be excused from performance and liability for any period during which and to the extent that it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control and without its fault or negligence. 11.6. Non-Solicitation. You shall not, directly or indirectly, during the Subscription Term and for twelve (12) months thereafter, solicit any Sitehands personnel for the purposes of offering employment, or offer any such personnel employment, or hire such personnel. Job requisitions posted through public channels (such as online job boards) that are not specifically directed towards an individual are not a violation of the non-solicitation restriction. 11.7. Publicity. You agree that Sitehands may announce and promote your use of the Sitehands Platform and Services, including adding your logo to our website and promotional materials and including you as a reference; provided, however, that you may revoke this consent upon thirty (30) days’ prior notice to Sitehands. 11.8. Governing Law. The interpretation of these Terms and Conditions shall be governed by the laws of the State of North Carolina without regard to (i) choice of law principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; and (iii) the Uniform Computer Information Transactions Act. The exclusive jurisdiction and venue for any dispute between the parties in connection with these Terms and Conditions is Mecklenburg County, North Carolina, and each party consents to the exclusive jurisdiction and venue in Mecklenburg County, North Carolina and agrees that all proceedings and actions, including all discovery matters, shall take place solely and exclusively within Mecklenburg County, North Carolina. 11.9. Assignment. Neither these Terms and Conditions, nor any rights granted hereunder, may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, and any such attempted assignment shall be void and of no effect without the advance written consent of Sitehands. These Terms and Conditions will inure to the benefit of and be binding upon any successors and permitted assigns of the parties.