Terms of Service

Terms of Use & Services

Welcome to our website or app (the “Service”). The Service is provided by WIND LOAD SOLUTIONS (the “Company”, “we”, “us” or “our”). By accessing or using the Service, you agree to be bound by these Terms of Service (the “Terms”). If you do not agree with any part of the Terms, you must not use the Service.

Privacy and Confidentiality

We respect your privacy and are committed to protecting your personal information. Please review our Privacy Policy, which explains how we collect, use, disclose and protect your personal information when you use the Service.

We also value your confidentiality and will not share or use any of your account information or data for any purpose other than providing the Service to you. We will not sell, rent, trade, or disclose your account information or data to any third party without your consent, except as required by law or as authorized by you.

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or device. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Contact Us

If you have any questions or comments about these Terms, please contact us at [email protected]. For use and services of all WIND LOAD SOLUTIONS website and programs/algorithms built in Microsoft excel and Power BI please see below.

Content Property Notice

All content appearing on this Website is the property of WIND LOAD SOLUTIONS.
All rights reserved. As a user, you are authorized only to view, copy, print, and distribute documents on this Website so long as (1) the document is used for informational purposes only, and (2) any copy of the document (or portion thereof) includes the following content property notice: WIND LOAD SOLUTIONS. All rights reserved.

Trademarks

All brand, product, service, and process names appearing on this Website are trademarks of their respective holders. Reference to or use of a product, service, or process does not imply recommendation, approval, affiliation, or sponsorship of that product, service, or process by WIND LOAD SOLUTIONS. Nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, copyright, trademark, or other intellectual property right of WIND LOAD SOLUTIONS or any third party, except as expressly granted herein.

Terms of Use

This site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this site may contain technical inaccuracies or typographical errors. Information, including product pricing and availability, may be changed or updated without notice. WIND LOAD SOLUTIONS and its subsidiaries reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if WIND LOAD SOLUTIONS believes that customer conduct violates applicable law or is harmful to the interests of WIND LOAD SOLUTIONS and its subsidiaries.

By accepting these terms you allow WIND LOAD SOLUTIONS to select, own, operate, manage and control the shared online WIND LOAD SOLUTIONS subscription(s) and all the content within.

Privacy Policy

By accessing or using the Service, you agree to be bound by this Privacy Policy (the “Policy”). If you do not agree with any part of the Policy, you must not use the Service.

What Information We Collect

We collect personal information from you when you use the Service, such as:

Your name, email address, phone number, and other contact information.
Your payment information, such as your credit card number, billing address, and transaction history.
Your preferences, settings, feedback, and reviews.
Your location, device, browser, and IP address.
Your usage data, such as the pages you visit, the features you use, and the time you spend on the Service.
Any other information you voluntarily provide to us or authorize us to access.

We may also collect personal information from third parties, such as:

Social media platforms, if you log in or sign up using your social media account.
Analytics providers, such as Google Analytics, that help us understand how you use the Service.
Advertising networks, such as Google Ads, that deliver targeted ads to you based on your interests and behavior.
Other partners, affiliates, or service providers that we work with to provide the Service.

How We Use Your Information

We use your personal information for various purposes, such as:

To provide, maintain, improve, and personalize the Service for you.
To process your payments, orders, subscriptions, and refunds.
To communicate with you about the Service, your account, and your inquiries.
To send you marketing and promotional messages, offers, and newsletters.
To analyze and measure the performance, effectiveness, and popularity of the Service.
To protect the security and integrity of the Service and our systems.
To comply with our legal obligations, enforce our agreements, and resolve disputes.
To fulfill any other purpose for which you provide your consent.

How We Share Your Information

We may share your personal information with third parties, such as:

Our subsidiaries, affiliates, and parent companies
Our service providers, contractors, and vendors that help us provide the Service.
Our business partners, advertisers, and sponsors that offer products or services that may interest you.
Our auditors, consultants, lawyers, and other professional advisors.
Government authorities, law enforcement agencies, courts, or other parties, when required or permitted by law.
Other parties involved in a merger, acquisition, sale, or transfer of our assets or business.
Other parties with your consent or direction.

How We Protect Your Information

We take reasonable measures to protect your personal information from unauthorized access, use, disclosure, alteration, or destruction. However, no method of transmission or storage is completely secure, and we cannot guarantee the absolute security of your information. You are responsible for keeping your password and account details confidential and for notifying us of any suspected or actual breach of security.

How We Retain Your Information

We retain your personal information for as long as necessary to fulfill the purposes for which we collected it, or as required or permitted by law. We may also retain some of your information in anonymized or aggregated form, which does not identify you personally, for statistical, research, or marketing purposes.

How We Respect Your Choices and Rights

You have certain choices and rights regarding your personal information, such as:

You can opt out of receiving marketing and promotional emails from us by following the unsubscribe link in the email or contacting us at [email protected].
You can access, update, correct, or delete your personal information by logging into your account or contacting us at [email protected].
You can request a copy of your personal information that we hold or transfer it to another service provider by contacting us at [email protected].
You can object to or restrict our processing of your personal information for certain purposes by contacting us at [email protected].
You can withdraw your consent to our processing of your personal information at any time by contacting us at [email protected].

Depending on your location, you may also have additional rights under applicable privacy laws, such as the right to lodge a complaint with a supervisory authority. We will respond to your requests within a reasonable time frame and in accordance with our legal obligations.

How We Handle Children’s Privacy

The Service is not intended for or directed to children under the age of 13, and we do not knowingly collect personal information from children under 13. If we learn that we have collected personal information from a child under 13, we will delete it as soon as possible. If you are a parent or guardian and believe that your child has provided us with personal information without your consent, please contact us at [Your Email Address].

How We Update This Policy

We may update this Policy from time to time to reflect changes in our privacy practices, legal requirements, or other factors. We will notify you of any material changes by posting the updated Policy on our website or app, or by sending you an email or other notification. The date at the top of this Policy indicates when it was last updated. Your continued use of the Service after the updated Policy becomes effective constitutes your acceptance of the changes.

How to Contact Us

If you have any questions or comments about this Policy or our privacy practices, please contact us at [email protected] or (833) 292-3946.

Payment Terms

If you purchase a Service, then these payment terms apply to your purchase and you agree to them.

Charges. If there is a charge associated with a portion of the Services, you agree to pay that charge. The price stated for the Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your WIND LOAD SOLUTIONS account was registered. We may suspend or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location.

Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. Additionally, you agree to permit WIND LOAD SOLUTIONS to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.

Billing. By providing WIND LOAD SOLUTIONS with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize WIND LOAD SOLUTIONS to charge you for the Services or available content using your payment method; and (iii) authorize WIND LOAD SOLUTIONS to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved. All existing users are required to review the Terms of Service and product costs on the WIND LOAD SOLUTIONS website routinely to be aware of any and all changes in the amount to be charged for recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that have not previously been processed.

Recurring Payments. When you purchase the Services on a subscription basis (e.g., annually), you agree that you are authorizing recurring payments, and payments will be made to WIND LOAD SOLUTIONS by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by WIND LOAD SOLUTIONS. You must cancel your Services 30 days before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing WIND LOAD SOLUTIONS to store your payment instrument and process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, WIND LOAD SOLUTIONS or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.

Refund Policy. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable. If you believe that WIND LOAD SOLUTIONS has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.

Canceling the Services. You may cancel a Service at any time, with or without cause. Cancelling paid Services stops future charges to continue the Service. To cancel a Service and request a refund, if you are entitled to one, visit the WIND LOAD SOLUTIONS website, Contact page, or simply send an email to [email protected] and request to cancel services.

Additionally, (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; and (iv) you may lose access to and use of your account when you cancel the Services. We will process your Data as described above. If you cancel, your access to the Services ends at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.

Trial-Period Offers. If you are taking part in any trial-period offer, you may be required to cancel the trial Service(s) within the timeframe communicated to you when you accepted the offer in order to avoid being charged to continue the Service(s) at the end of the trial period.

Promotional Offers. From time to time, WIND LOAD SOLUTIONS may offer Services for a trial period during which WIND LOAD SOLUTIONS will not charge you for the Services. WIND LOAD SOLUTIONS reserves the right to charge you for such Services (at the normal rate) if WIND LOAD SOLUTIONS determines (in its reasonable discretion) that you are breaching the terms and conditions of the offer.

Price Changes. We may change the price of the Services at any time and if you have a recurring purchase you are required to confirm the current pricing on the website prior to the start of your set recurring billing cycle. If you do not agree to the price change, you must terminate the Services before the next scheduled billing cycle takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.

Payments to You. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may reduce the payment to you without notice to adjust for any previous overpayment.

Sales Tax

WIND LOAD SOLUTIONS charges sales tax for merchandise ordered on this Website based on the applicable state sales tax rate and the location to which the order is being shipped.

Warranties

The Content included in this Website has been compiled from a variety of sources and is subject to change without notice as are any products, programs, offerings, or technical information described in this Website. WIND LOAD SOLUTIONS makes no representation or warranty whatsoever regarding the completeness, quality, or adequacy of the Website or Content, or the suitability, functionality, or operation of this Website or its Content. By using this Website, you assume the risk that the Content on this Website may be inaccurate, incomplete, offensive, or may not meet your needs and requirements.

WIND LOAD SOLUTIONS SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THESE WEB PAGES AND CONTENT. IN NO EVENT WILL WIND LOAD SOLUTIONS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

-- OR Depending on State --

The information and content on this server is provided "as is" with no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Any warranty that is provided in connection with any of the products and services described on this Website is provided by the advertiser or manufacturer only, and not by WIND LOAD SOLUTIONS.

The references and descriptions of products or services within the Website materials are provided "as is" without any warranty of any kind, either express or implied. WIND LOAD SOLUTIONS is not liable for any damages, including any consequential damages, of any kind that may result to the user from the use of the materials on this Website or of any of the products or services described hereon.

The descriptions of, and references to, products, services and companies on this Website are the sole responsibility of the companies providing the information ("advertisers"), and not WIND LOAD SOLUTIONS.
The inclusion of material on this server does not imply any endorsement by WIND LOAD SOLUTIONS, which makes no warranty of any kind with respect to the subject matter of the server materials advertised.

A possibility exists that the server materials could include inaccuracies or errors. Additionally, a possibility exists that unauthorized additions, deletions, and alterations could be made by third parties to the server materials. Although WIND LOAD SOLUTIONS tries to ensure the integrity and the accurateness of the server materials, it makes no guarantees about their correctness or accuracy. Before relying on any representation made in any of the server materials, check with the advertiser of the product or service to ensure that the information you are relying upon is correct.

Miscellaneous

VOID WHERE PROHIBITED: Although the information on this Website is accessible worldwide, not all products or services discussed in this Website are available to all persons or in all geographic locations or jurisdictions. WIND LOAD SOLUTIONS and the advertisers each reserve the right to limit the provision of their products or services to any person, geographic area, or jurisdiction they so desire and to limit the quantities of any products or services that they provide. Any offer for any product or service made in the materials on this Website is void where prohibited.

GOVERNING LAW: In the event of litigation both parties agree that the Law of the State of business registration of WIND LOAD SOLUTIONS shall apply and both parties shall consent to the jurisdiction of said State's courts, or in the event of diversity of citizenship, the United States District Court for the (District). Both parties expressly waive a trial by jury.

MISCELLANEOUS: The Terms and Conditions constitute the entire agreement between you and WIND LOAD SOLUTIONS with respect to this Web site. The Terms and Conditions supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and WIND LOAD SOLUTIONS with respect to this Website. No modification of the Terms and Conditions shall be effective unless it is authorized by WIND LOAD SOLUTIONS. If any provision of the Terms and Conditions is found to be contrary to law, then such provision(s) shall be constructed in a manner to closely reflect, as much as possible, the intentions of the parties, with the other provisions remaining in full force and effect.

AGREED USE OF PRODUCTS AND SERVICES: The Recipient hereto desires to participate in use of the provided files with custom algorithms, formulas, and all provided data (the “Transaction”). During the period of use by the recipient, Disclosing Party (WIND LOAD SOLUTIONS) may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

THIS AGREEMENT (the "Agreement”) is entered into on the purchase date by and between WIND LOAD SOLUTIONS, LLC (the” Disclosing Party”), and the Receiving Company/Individual Name provided during the checkout process (the “Recipient” or the “Receiving Party”).

The Recipient hereto desires to participate in services and discussions regarding the WIND LOAD SOLUTIONS software (the “Transaction”). During these services and discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Definition of Confidential Information.

(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets

(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.

Disclosure of Confidential Information.

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth 2

in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).

Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.

Use of Confidential Information.

The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.

Compelled Disclosure of Confidential Information.

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.

Term.

This Agreement shall remain indefinitely. Notwithstanding the foregoing, the parties’ duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.

Remedies.

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential 3

Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.

Return of Confidential Information.

Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).

Notice of Breach.

Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.

No Binding Agreement for Transaction.

The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.

Warranty.

Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.

Miscellaneous.

(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.

(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Massachusetts (state) applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Massachusetts (state) shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.

(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.

(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.

(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.

(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.

(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.