Terms of Service

1.1       Software Services. Subject to the terms and conditions of this Agreement, these Terms of Service, and any applicable Order Form(s), and during the Term, hc1 hereby grants to Client a non-exclusive, terminable, non-transferable right and license to access and use the Software Services pursuant to the Agreement, in and under hc1’s intellectual property rights, solely for Client and Client Affiliates’ internal business operations and for no other use or purpose. hc1 shall provide standard Client Care support for the Software Service at no additional charge, or provide upgraded Client Care support if purchased, as set forth in an Order Form(s). The terms of these Terms of Service shall also apply to updates and upgrades subsequently provided by hc1 to Client for the Software Services. hc1 shall host the Software Services and may update the functionality and user interface of the Software Services from time to time in its sole discretion and in accordance with this Agreement, these Terms of Service or the Support and Service Level Agreement as part of its ongoing mission to improve the Software Services and Client’s use of the Software Services.

Unless otherwise provided in the applicable Order Form, the Software Services are purchased as subscriptions under the foregoing license. Service Subscriptions may be added during the Term at the same pricing as the underlying Fees, prorated for the portion of the Term remaining at the time the subscriptions are added. Any added Service Subscriptions will terminate on the same date as the underlying Service Subscriptions.

Service Subscriptions are subject to usage limits based on the quantities specified in the Order Form(s). Client and Client Affiliates shall not use or otherwise access the Software Services in a manner that exceeds Client’s and/or the Client Affiliate’s authorized use and usage limits as set forth in the applicable Order Form(s).

1.2   Client Must Have Internet Access. A broadband Internet connection is required for proper transmission of the Software Services. Client is responsible for procuring and

maintaining the network connections that connect the Client network to the Software Services. hc1 is not responsible for any compromise of data or information transmitted across computer networks or telecommunications facilities (including but not limited to the Internet). hc1 assumes no responsibility for the reliability or performance of any networks. Furthermore, hc1 is not responsible for notifying Client of any upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by hc1.

1.3   Accuracy of Client’s Contact Information. Client shall provide accurate, current and complete information on Client’s legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.

1.4     Users Passwords, Access, and Notification. Client shall authorize access to and assign unique passwords and usernames to the number of Users purchased by Client on the Order Form. User logins are for designated Users and cannot be shared or used by more than one (1) User, but any User login may be reassigned to another User as needed. Client will be responsible for the confidentiality and use of User’s passwords and usernames. Client will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Client Data, and all other data of any kind contained within emails or otherwise entered electronically through the Software Services or under Client’s account. hc1 will act as though any Electronic Communications it receives under Client’s passwords, username, and/or account number will have been sent by Client. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of the Software Services and shall promptly notify hc1 of any unauthorized access or use of the Software Services and any loss or theft or unauthorized use of any User’s password or name and/or Service account numbers.

1.5    Client’s Lawful Conduct. The Software Services allows Client to send Electronic Communications directly to hc1 and to third parties. Client shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Software Services, including without limitation those related to privacy, electronic communications and anti-spam legislation. Client shall comply with the export laws and

regulations of the United States and other applicable jurisdictions in using the Software Services and obtain any permits, licenses, and authorizations required for such compliance. Without limiting the foregoing, (a) Client represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (b) Client shall not permit Users to access or use the Software Services in violation of any U.S. export embargo, prohibition or restriction, and (c) Client shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located. Client will not send any Electronic Communication from the Software Services that is unlawful, harassing, libelous, defamatory or threatening. Except as permitted by the Agreement or these Terms of Service, no part of the Software Services may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Client agrees not to access the Software Services by any means other than through the interfaces that are provided by hc1. Client shall not do any “mirroring” or “framing” of any part of the Software Services specific to the Software Services or create Internet links to the Software Services which include log-in information, usernames, passwords, and/or secure cookies.

Client will not in any way express or imply that any opinions contained in Client’s Electronic Communications are endorsed by hc1. Client shall ensure that all access and use of the Software Services by Users is in accordance with the terms and conditions of the Agreement, including but not limited to those Users that are contractors and agents, and Client’s Affiliates. Any action or inaction of Client’s employees, contractors, agents are deemed those of Client, and Client is responsible for such actions and inaction.

1.6     Third Party Web Sites, Products and Services. hc1 may offer certain Third-Party Applications from third parties for sale under Order Form(s) or as links or integrations to the Software Services. Any purchase and use of such Third-Party Applications by Client shall be subject to the terms specified by such third parties in connection with such Third-Party Applications. hc1 does not provide any warranties with respect to any such Third-Party Applications. Any purchase by Client of any Third-Party Applications is solely between Client and the applicable third-party provider. hc1 is not responsible for the availability or the quality, accuracy, integrity, fitness, safety, reliability, legality, or any other aspect of such Third-Party Applications or any descriptions, promises or other information related to the foregoing. If Client installs or enables Third Party Applications for use with the Software Services, Client agrees that hc1 may allow such third party providers to access Client Data as required for the interoperation of such Third Party Applications with the Software Services, and any exchange of data or other interaction between Client and a third party provider is solely between Client and such third party provider. hc1 shall not be responsible for any disclosure, modification or deletion of Client Data resulting from any such access by Third Party Applications or third-party providers. No purchase of such Third-Party Applications or services is required to use the Software Services.

1.7    Transmission and Processing of Client Data; Use of Certain Data. Client understands that Client’s use of the Software Services may require the processing and transmission of Client Data by Client, hc1, or its subcontractors. hc1 is not responsible for any Electronic Communications and/or Client Data which are delayed, lost, altered, intercepted or stored during the transmission of any data by means of third-party networks (other than third parties providing computing or storage services under these Terms of Service on behalf of hc1) or otherwise. Furthermore, hc1 is not responsible for (i) verifying or validating the data Client sends via the hc1 applications or solutions is the data Client intends to send or that the content and underlying data is complete or accurate data; (ii) verifying or validating the recipient of the data is the intended recipient; or (iii) any loss or misuse of the data or any damages, costs, or fees incurred.

1.8    Service Level. During the Term, hc1 will provide the support services and service levels as further specified in the Support and Service Level Agreements attached as Exhibit E which is incorporated herein by reference.

1.9    Ownership of Client Data; Client Marks. All title and intellectual property rights in and to the Client Data are owned exclusively by Client. Further, all Client service marks, logos and product and service names are marks of Client (the “Client Marks”) are owned exclusively by Client. Client grants hc1 during the Term the right to display the Client Marks on its websites and marketing and other promotional materials. Client acknowledges and agrees that in connection with the Software Services, hc1, as part of its standard service offering, makes backup copies of the Client Data in Client’s account and stores and maintains such data for a period consistent with hc1 standard business processes.

1.10   hc1 Intellectual Property Rights. Client agrees that all rights, title, and interest in and to all intellectual property rights in the Software Services are owned exclusively by hc1 or its licensors. Except as provided in the Agreement, the license granted to Client does not convey any rights in the Software Services, express or implied, or ownership in the Software Services or any intellectual property rights thereto. In addition, hc1 shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Software Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Users, relating to the operation of the Software Services. Any rights not expressly granted herein are reserved by hc1. hc1 service marks, logos and product and service names are marks of hc1 (the “hc1 Marks”). Client further agrees not to display or use the hc1 Marks in any manner without hc1’s express prior written permission. The trademarks, logos and service marks of Third-Party Application providers (“Marks”) are the property of such third parties. Client is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.

1.11  Restrictions. Client is responsible for all activities conducted under its User logins and for its Users’ compliance with this Agreement. Client’s use of the Software Services shall not include service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single User login, or time-sharing of the Software Services. Client shall not and shall not permit any third party to (a) copy, translate, create derivative works of, reverse engineer, reverse assemble, disassemble, or decompile the Software Services or any part thereof or otherwise attempt to discover any source code or modify the Software Services in any manner or form, (b) use unauthorized modified versions of the Software Services, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Software Services, (c) use the Software Services in a manner that is contrary to applicable law or in violation of any third party rights or privacy or intellectual property rights, (d) publish, post, upload or otherwise transmit Client Data that contains any virus, Trojanhorses, worms, timebombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another, or (e) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Software Services.

2.1    Suspension for Delinquent Account. hc1 reserves the right to suspend Client’s and any Client Affiliates’ access to and/or use of the Software Services for any accounts (a) for which any payment is due but unpaid but only after hc1 has provided Client a delinquency notice, and at least thirty (30) days have passed since the transmission of the first notice, or (b) for which Client has not paid for the Renewal Term and has not notified hc1 of its desire to renew the Software Services by the expiration of the then-current Term. The suspension is for the entire account and Client understands that such suspension would, therefore, include Client Affiliate sub-accounts. Client agrees that hc1 shall not be liable to Client or to any Client Affiliate or other third party for any suspension of the Software Services pursuant to this Section.

2.2    Suspension for Ongoing Harm. Client agrees that hc1, may with reasonably contemporaneous notice to Client (via phone, email or other written notice) suspend access to the Software Services if hc1 reasonably concludes that Client’s Software Services is being used to engage in denial of service attacks, spamming, or illegal activity, and/or Client’s use of the Software Services is causing immediate, material and ongoing harm to hc1 or others. In the extraordinary event that hc1 suspends Client’s access to the Software Services, hc1 will use commercially reasonable efforts to limit the suspension to the offending portion of the Software Services and resolve the issues causing the suspension of Software Services. Client further agrees that hc1 shall not be liable to Client nor to any third party for any suspension of the Software Services under such circumstances as described in this Section.

2.3   Handling of Client Data in The Event of Termination. Client agrees that following termination of Client’s account or use of the Software Services, hc1 may deactivate Client’s account and following a reasonable period of not less than thirty (30) days may delete Client’s account from the Software Services. During this 30-day period and upon Client’s request, hc1 will grant Client limited access to the Software Services for the sole purpose of permitting Client to retrieve Client Data, provided that Client has paid in full all good faith undisputed amounts owed to hc1. Client further agrees that hc1 shall not be liable to Client nor to any third party for any termination of Client access to the Software Services or deletion of Client Data, provided that hc1 is in compliance with the terms of this Section.

3.2   To Applicable Terms. If hc1 makes a material change to these Terms of Service, then hc1 will notify Client by either sending an email to the notification email address or posting a notice in Client’s account. If the change has a material adverse impact on Client and Client does not agree to the change, Client shall so notify hc1 via legal@hc1.com in accordance with the notice section of this Agreement within thirty (30) days after receiving notice of the change. If Client notifies hc1 as required, then Client will remain governed by the Terms of Service in effect immediately prior to the change until the end of the then-current Term for the affected Software Service(s). If the affected Software Service(s) is renewed, it will be renewed under hc1’s then-current Terms of Service.