EFFECTIVE DATE: October 22, 2019

BEROE HOLDINGS INC. ("BEROE" "OUR", "WE," OR "US") OFFERS ITS PRODUCTS AND SERVICES FROM THE PORTAL LOCATED AT https://live.beroeinc.com/#/ https://compliance.live.beroeinc.com AND ALL MOBILE VERSIONS OF THE SAME (THE “PORTAL”) SUBJECT TO THE FOLLOWING TERMS OF SERVICE CONDITIONS. THE PORTAL AND RELATED PLATFORMS, PRODUCTS, AND SERVICES AVAILABLE ON OR FROM THE PORTAL (THE “SERVICES”) ARE OWNED AND OPERATED BY BEROE. FOR CLARITY, BY SERVICES, WE MEAN THE FEATURES AND SERVICES WE MAKE AVAILABLE FROM THE PORTAL AND ALL OTHER BEROE BRANDED VERSIONS OF THE SAME, WHETHER SUCH SERVICES ARE ACCESSED BY A MOBILE DEVICE OR OTHER PLATFORM.

BY ACCESSING AND USING THE PORTAL AND/OR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”). THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING AGREEMENT. IF YOU USE THE PORTAL AND/OR THE SERVICES ACTING AS THE AGENT FOR A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS AND ANY APPLICABLE ORDER FORM YOU MAY HAVE ENTERED INTO WITH BEROE ARE A LEGALLY BINDING AGREEMENT AND ARE REFERRED TO AS THE “AGREEMENT”.

BEROE RESERVES THE RIGHT AT ANY TIME TO CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS OF SERVICE WITHOUT NOTICE. BEROE WILL POST CHANGES TO THESE TERMS OF SERVICE, IF ANY, TO THE PORTAL BY REPLACING THESE TERMS OF SERVICE WITH UPDATED TERMS OF SERVICE THAT INCLUDE A NEW EFFECTIVE DATE SET FORTH ABOVE. IT IS YOUR RESPONSIBILITY TO CHECK THE PORTAL PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE PORTAL AFTER ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS OF SERVICE.

(a) "Intellectual Property Rights" shall mean all copyrights, trademarks, service marks, trade secrets, patents, moral rights, contract rights, and other proprietary rights.

(b) "Reports" shall mean Beroe's proprietary reports that are available for downloading from the Beroe Portal.

(a) You represent that all information you provide during the account sign up process and at any time thereafter (“Account Information”) will be true, accurate, complete, and current and that you will promptly update your Account Information as necessary such that it is, at all times, true, accurate, complete, and current. We may use all Account Information, subject to compliance with the Beroe Privacy Policy. The Terms of Service incorporate the terms and conditions set forth in the Beroe Privacy Policy, and by accessing the Portal and using the Services, you are consenting to have your personal data used by us as set forth in the Beroe Privacy Policy. You alone are responsible for maintaining the security of your Account Information and for all uses of the Portal and Services in the name of your account (the “Account”). You represent that you are at least 18 years of age.

(b) YourPassword and User ID. When you register for and create an Account, you will be assigned a unique User ID and password. Each User ID and Password may be used solely by you and is nontransferable. At the request of Beroe, When a User ID is used on a device (e.g., laptop computer, desktop computer, mobile device, etc.), it will be registered to that device. A User ID may not be used on more than three devices. If you attempt to access the Portal from more than three devices with your User ID, you will be denied access to the Portal and must contact Beroe customer service to have your User ID re-activated.

All content accessible from the Portal, which is not User Content (as defined in Section 8 below) (the “Beroe Content”), is the proprietary property of us or our licensors. Subject to these Terms of Service, no Beroe Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of us or the owner of such content. Except as otherwise set forth in these Terms of Service, any unauthorized use of the Beroe Content is strictly prohibited. All trademarks, logos, trade dress and service marks included within the Beroe Content are trademarks or registered trademarks of us or our licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the owner of such content.

(a) Reports. By accessing the Portal, you are allowed to view (but not download, print, copy or transfer in any manner) Reports. In certain situations and subject to payment of applicable fees, you may be granted the right to download and/or print Reports. The Reports are the confidential and proprietary information of Beroe and protected by the U.S. Copyright Act and international treaties, and Beroe owns all Intellectual Property Rights included therein. You agree to use the Reports solely for your or your employer’s internal business purposes. You may not copy the Reports or distribute or transfer, lend, lease or rent the Reports in whole or in part to any third party.

(b) Limitations. You agree to not use the Portal or the Reports in any manner that violates any state, local or federal law, including, without limitation, any applicable antitrust law, rule or regulation.

THE PORTAL AND THE REPORTS ARE PROVIDED “AS IS.” YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE REPORTS, ALL DATA INCLUDED THEREIN AND ALL DECISIONS MADE, WHICH RELY ON THE REPORTS. BEROE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PORTAL, THE REPORTS AND THE USE OF THE REPORTS AND THE DATA INCLUDED THEREIN, AND THERE ARE HEREBY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES OR STATEMENTS FROM BEFORE OTHER THAN AS MAY BE SET FORTH HEREIN.

The Portal may include links to other web sites. We are not responsible for the content, accuracy or opinions expressed on such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion within the Portal of any links to other web sites does not imply approval or endorsement of the linked web site by us. Furthermore, any third party advertisement or sponsorship has no effect on and does not influence any Reports or content published by us. If you decide to leave the Portal and access these third-party sites, you do so at your own risk.

(a) You may terminate your use of the Portal and Services at any time. Please keep in mind that except as otherwise provided in a separate agreement between you and Beroe, any fees paid by you will not be refunded upon cancellation, and cancellation will cause any unused or prepaid fees to be forfeited.

(b) We may cancel your Account and discontinue your use of the Services or Services at any time in the event that you fail to make any payment when due or you breach your representations, warranties, and covenants in these Terms of Service.

(c) Any provisions of these Terms of Service that by their nature should continue after cancellation of your use of the Services or any Services will continue to apply even after the expiration or termination of these Terms of Service or your use of the Services or any Services, including Sections 1, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13 and 14.

You are solely responsible for all materials, content, and data that you publish on the Portal ("User Content"). You represent, warrant and agree that all User Content that you publish will not:

A. violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights;

B. contain libelous or defamatory material;

C. include profanity, hate speech or other language that is inconsistent with generally accepted standards of decency;

D. constitute a breach of any contractual obligation you may have with a third party;

E. constitute the misappropriation of any trade secrets or the unauthorized use of confidential information; or

F. violate or encourage violation of any applicable laws, rules or regulations.

You represent and warrant that you own all User Content that you publish on the Portal or provide to Beroe, and that by publishing such content on the Portal or providing the content to us, you hereby assign to Beroe all rights, title and interest in and to such User Content. To the extent that you can’t assign any User Content to Beroe, you hereby grant Beroe a perpetual, irrevocable, royalty-free, nonexclusive, worldwide, right and license with rights to sublicense, to use the User Content for any and all purposes. You hereby acknowledge and agree that Beroe shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all User Content for any reason and at Beroe’s sole discretion. You agree to indemnify, defend and hold harmless Beroe against any claims, damages, liability, costs and expenses incurred by Beroe and related to or arising from the infringement of any rights of any third party by User Content; your breach of the representations and warranties in this Section 8, or the violation of any law, rule or regulation by the User Content. We may terminate your use of the Portal and or your Account should you publish User Content that breaches any your representations and warranties set forth above. Please remember that contracts and agreements that you may have with third parties are likely to prohibit the disclosure of certain information. Please do not provide any information to Beroe in violation or breach of your contractual commitments.

We own, protect and enforce copyrights in our own Reports and other creative material and respect the copyright properties of others. Materials may be made available via the Portal, or through the Services, by third parties not within our control. It is our policy not to permit materials known by us to be infringing to remain on the Portal. You should notify us promptly if you believe any materials on the Portal, whether published by us or third parties, infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act (“DMCA”), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the Designated Agent for this Services. Contact information for the Designated Agent may be found at the U.S. Copyright Office’s Directory of Service Provider Agents for Notification of Claims of Infringement, and is provided below:

DMCA Agent

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Email: contactus@beroe-inc.com
Please be advised that we may provide an alleged infringer with any notice of claimed infringement, including notices of claimed infringement submitted by you under the DMCA, and any communications related thereto. We may also provide any counter notifications received under the DMCA, and communication related thereto, to the provider of the original notice of claimed infringement. All notices and communications provided by you to us become our property and you hereby grant us the right to provide such notices and communications to any third party.

If you engage in “repeat infringement” we may immediately terminate your Account without notice, and you will no longer be permitted access to the Portal or the Services. “Repeat infringement” shall be defined as two (2) or more instances, as determined by us in our reasonable discretion, where you have infringed the copyright rights of another person.

In the event a user’s materials are removed due to a DMCA notice and then subsequently restored in accordance with the DMCA, we will treat the underlying DMCA notice as withdrawn. We reserve the right to terminate Accounts that are the subject of fewer than two (2) instances of infringement of the copyright rights of another person in appropriate circumstances, such as when the user has a history of violating or willfully disregarding the Terms of Service.

We are not responsible for any incorrect or inaccurate content published in the Reports or on the Portal, including User Content published by others. We are not responsible for the conduct, whether online or offline, of any user of the Portal. The Portal and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Services or the Portal. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person’s computer related to or resulting from participating or downloading materials in connection with the Portal or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Portal, the Services or any content published on the Portal (whether or not Beroe Content, User Content, or other content). THE PORTAL, THE SERVICES AND ALL CONTENT ON THE PORTAL ARE PROVIDED “AS-IS” AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PORTAL, THE REPORTS AND/OR THE SERVICES.

WE ARE NOT RESPONSIBLE FOR ENSURING THAT USER CONTENT PUBLISHED BY USERS (OR PUBLISHED BY US ON BEHALF OF USERS) OF THE PORTAL OR THE SERVICES COMPLIES WITH APPLICABLE LAWS, RULES OR REGULATIONS, AND WE OFFER NO WARRANTY THAT ANY SUCH USER CONTENT SHALL COMPLY WITH APPLICABLE LAWS, RULES OR REGULATIONS

(a) Beroe at its expense will defend any claim or judicial action brought against you, and indemnify you and hold you harmless against any liability for damages awarded in any such action, insofar as the same is based on a claim that a Report provided by Beroe (other than User Content), when used by you as authorized by this Agreement, infringes any patent or copyright, or misappropriates any trade secret, of a third party. Beroe’s indemnification obligation hereunder will not apply to the extent that any claim, damages, or expenses incurred by you are attributable to User Content or unauthorized editing or use of a Report.

(b) You agree to defend any claim or judicial action brought against Beroe, and indemnify and hold harmless Beroe against any liability for damages awarded in such action, insofar as the same is based on any claim relating to your use of the Portal or the Reports, with the sole exception of those matters for which Beroe bears responsibility under Section 11(a).

(c) The obligations under the foregoing indemnities are subject to the condition that the party seeking indemnification give the other: (1) prompt written notice of any claim or action for which indemnity is sought; (2) complete control of the defense and settlement thereof by the indemnifying party; and (3) cooperation of the other party in such defense.

BEROE SHALL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF BEROE HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL BEROE’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (1) THE MOST RECENTLY RECEIVED ANNUAL FEE PAID BY YOU UNDER ANY AGREEMENT WITH BEROE AND (2) $10.00 USD. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH HEREIN REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND AGREED TO BY THE PARTIES, AND THAT BEROE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

Any party shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility, malware, unauthorized hacking or intrusion into computer systems, spyware, viruses, or telecommunications outages, unrest or riot, strikes, any action of a governmental entity; etc. provided that the party experiencing the force majeure provides the other with prompt written notice thereof and uses reasonable efforts to remedy effects of such matter.

You may not assign this Agreement, including assignments by change of control, merger or acquisition, without the prior written consent of Beroe. This Agreement shall be governed under the law of North Carolina without regard to its conflicts of Laws provisions. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in United States Of America in accordance with the United States Arbitration Act ("Federal Arbitration Act or FAA ") for the time being in force, which rules are deemed to be incorporated by reference in this Section 13. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the FAA.The language of the arbitration shall be English and the definitive and official language of this Agreement shall be English. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof, supersedes any prior or contemporaneous agreement between the parties relating to the Portal and shall not be changed except by written agreement signed by each party.