THESE TERMS AND CONDITIONS ARE INCORPORATED INTO THE ORDER FORM SUBMITTED BY THE CUSTOMER IDENTIFIED THEREIN (THE "CUSTOMER") AND TOGETHER WITH SAID ORDER FORM, COMPRISE THE AGREEMENT ("AGREEMENT") BY AND BETWEEN RUNNINGWHALES, INC. DBA APPREACT AND CUSTOMER. THE AGREEMENT IS DATED AS OF THE DATE THE FORM IS RECEIVED BY APPREACT (THE "EFFECTIVE DATE"). IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS STATED HEREIN.

1. Accepting the Terms.
In order to use AppReact's Services, Customer must first agree to these Terms. Customer may not use the Services if it does not accept the Terms. Customer can accept the Terms by:

Clicking to accept or agree to the Terms, where this option is made available to Customer by AppReact in the Order Form; or

By actually using the Services. In this case, Customer understands and agrees that AppReact will treat Customer’s use of the Services as acceptance of the Terms from that point onwards. Customer may not use the Services and may not accept the Terms if (a) not of legal age to form a binding contract with AppReact, or (b) Customer is a person barred from receiving the Services under the laws of the United States or other countries including the country in which Customer is a resident or from which Customer uses the Services.

Before continuing, Customer should print off or save a local copy of these terms and the Privacy Policy Terms for its records.

2. License.
(1) AppReact hereby grants to Customer a nonexclusive and nontransferable license, during the term of this Agreement, to use its proprietary software. For the purpose of this Agreement, "Platform Application" shall mean current and subsequent versions, of all software products, together with operating instructions, user manuals, training material, and other documentation as may, in AppReact's sole discretion, be supplied to Customer. (2) Customer shall use the Platform Application for internal purposes only. (3) Customer may not (a) modify, adapt, translate, rent, lease, or loan the Platform Application; (b) electronically transmit the Platform Application over a network except as necessary for Customers licensed use of the Platform Application; (c) modify, disassemble, decompile, or reverse engineer the Platform Application; (d) transfer possession of any copy of the software to another party; or (e) use the Platform Application in any way against the law or in way not expressly provided for in this Agreement.

3. Fees and Payments.
Customer agrees to pay to AppReact the fees for Platform Application and Services set forth in the Order Form. Said fees apply to Platform Application and Services set forth in the order form during the current term. Fees for additional Services or functionalities and/or Platform Application or Services not specified in the Order Form are subject to further written agreement of the parties. Customer agrees to have AppReact automatically withdraw the amount of the Customers monthly premiums as agreed in the Order Form directly from the Customers bank account or credit card on the payment due date. Payment is due the 1st of each month. Customer must cancel enrollment in the automatic payment in writing at least 10 working days prior to the next withdrawal date. Overdue payments shall be subject to a finance charge of 1½% for each month or fraction thereof that the invoice is overdue, or the highest interest rate permitted by applicable law, whichever is lower. The prices stated in the Order Form are exclusive of any federal, state, municipal, value-added, foreign withholding or other governmental taxes, duties, fees, excises, or tariffs now or hereafter imposed on the production, storage, licensing, sale, transportation, import, export, or use of the Platform Application or any improvements, alterations, or amendments to the Platform Application. Customer shall be responsible for, and if necessary reimburse, AppReact for all such taxes, duties, fees, excises, or tariffs, except for governmental or local taxes imposed on AppReact's corporate net income.

4. Title to Platform Application
Title to and ownership of the Platform Application will at all times remain with AppReact or licensors to AppReact of software being sublicensed to Customer hereunder. Customer shall include AppReact's copyright or proprietary rights notice on any copies of the Platform Application or associated documentation, including copyright or proprietary rights notices of third parties that are included on media or in documentation provided by AppReact. Customer acknowledges that the Platform Application is the property of AppReact or its licensors and that Customer's rights in and to the Platform Application may not be assigned, sub-licensed, or otherwise transferred for any reason without the prior written consent of AppReact.

The parties acknowledge that performance hereunder may result in the development of new concepts, software, methods, techniques, processes, adaptations, and ideas, in addition to AppReact's prior technology which may be incorporated in AppReact's performance. The parties agree that the same shall belong to AppReact exclusively without regard to the origin thereof.

5. Platform Application updates.
AppReact may automatically download and install Platform Application updates from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Customer agrees to receive such updates (and permit AppReact to deliver) as part of Customer's use of the Services.

6. EXCLUSION OF WARRANTIES
CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE USE OF APPREACT'S SERVICES IS AT CUSTOMER'S SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

IN PARTICULAR, APPREACT, ITS SUBSIDIARIES AND AFFILIATES, AND/OR ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF THE SERVICES WILL MEET THEIR REQUIREMENTS, (B) CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) THAT ANY INFORMATION OBTAINED BY CUSTOMER AS A RESULT OF THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO CUSTOMER AS PART OF THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CUSTOMER’S OWN DISCRETION AND ANY POSSIBLE RISK WILL BE SOLELY CUSTOMERS RESPONSIBILITY INCLUDING ANY DAMAGE TO COMPUTER SYSTEMS OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. AAPREACT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

7. LIMITATION OF LIABILITY
CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT APPREACT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY CUSTOMER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR (INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY CUSTOMER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY REPORT OR ADVERTISING; (II) ANY CHANGES WHICH APPREACT MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER' USE OF THE SERVICES; (III) CUSTOMER'S FAILURE TO PROVIDE APPREACT WITH ACCURATE ACCOUNT INFORMATION; (IV) CUSTOMER'S FAILURE TO KEEP PASSWORDS OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;THESE LIMITATIONS ON APPREACT'S LIABILITY SHALL APPLY WHETHER OR NOT APPREACT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

8. Confidentiality of Platform Application and Documents.
(A.) Customer shall not reproduce, duplicate, copy, sell, lease, or otherwise disclose, transfer, or disseminate the Platform Application, including operating instructions, user manuals, and training materials, in any medium except as authorized herein. Customer may make copies of the Platform Application, in machine readable form, only as is reasonably necessary for archival and backup purposes. Any such authorized copy shall contain AppReact's copyright/proprietary rights notices as specified in Section 4 above. (B.) Customer expressly undertakes, using reasonable efforts not less than it exercises for its own confidential materials, to retain, and to require its employees or consultants to retain, the Platform Application in confidence and will make no use of such information, except under the terms and during the existence of this Agreement, and only to the extent that such use is necessary to Customer's employees or consultants in the course of their employment. (C.) The provisions of this Section shall survive the termination of this Agreement for a period of five (5) years. Notwithstanding the expiration of the obligation to exert the standard of care specified in this Agreement, Customer may not transfer Platform Application or information licensed hereunder to a third party.

9. Passwords and account security.
Customer agrees and understands that it is responsible for maintaining the confidentiality of passwords associated with any account used to access AppReact's services. Accordingly, Customer agrees that it will be solely responsible to AppReact for all activities that occur under its account. If Customer becomes aware of any unauthorized use of password or of its account, Customer agrees to notify AppReact immediately at http://www.AppReact.com/support/accounts/

10. Term/Termination.
This Agreement is effective as of date the Order Form is received by AppReact (the "effective date"), and continues until terminated as provided herein, or by agreement of both parties. AppReact may terminate this Agreement upon: (a) any material breach of this Agreement by Customer that is not cured within 10 days following written notice thereof; (b) Customer’s insolvency, bankruptcy, suspension of business, assignment of assets for the benefit of creditors, voluntary dissolution, or appointment of a trustee for all or any substantial portion of Customer's assets; or (c) failure by Customer to pay license fees for Platform Application under the payment terms specified in this Agreement or as stated on AppReact's invoice for such Platform Application. Upon termination, all licenses granted hereunder terminate and Customer will immediately destroy the Platform Application and all copies in any form. If not terminated as specified above, software maintenance automatically will be renewed for successive one-year periods at AppReact's then current prices. Either party may terminate at any time by giving the other party thirty (30) days prior written notice.

11. Privacy and personal information
For information about AppReact's data protection practices, please read AppReact's privacy policy at http://www.AppReact.com/privacy_policy.html. This policy explains how AppReact treats Customer's personal information, and protects their privacy, when using the Services. Customer agrees to the use of its data in accordance with AppReact's privacy policies.

12. Changes to the Terms
AppReact may make changes to this Agreement or to its privacy policy from time to time. When these changes are made, AppReact will make a new copy available at http://www.AppReact.com/ and any new Additional Terms will be made available from within, or through, the affected Services. Customer understand and agrees that the if Customer uses AppReact Services after the date on which the terms have changed, AppReact will treat Customer's use as acceptance of the updated Terms.

13. Customer Conduct and Use
i. Compliance. Customer is responsible for (i) all activities that occur with respect to the Customer account, (ii) its and its Users’ use of the Platform Application and compliance with this Agreement, and (iii) all Customer Data and other data uploaded, stored or accessible by Customer or its Users via or on the Platform Application. Customer and its Users will comply with all applicable privacy, publicity, data protection, electronic communications, spam and other laws in connection with the use of the Platform Application, including the CAN-SPAM Act of 2003 (U.S.A.), the EU Data Protection Directive.

ii. Certain Restrictions. Customer and its Users will use the Platform Application for internal business purposes only as contemplated by this Agreement and will not:

a. tamper with the security of the Platform Application or AppReact's other customer accounts;
b. attempt to probe, scan or test the vulnerability of the Platform Application, breach the security or authentication measures of the Platform Application without proper authorization or wilfully render any part of the Platform Application unusable;
c. access data on the Platform Application not intended for the Customer or log into a server or account on the Platform Application that Customer is not authorized to access;
d. lease, distribute, (sub)license, sell or otherwise commercially exploit the Platform Application, use the Platform Application for timesharing or service bureau purposes or otherwise for the benefit of a third party, or make the Platform Application (including any evaluation version) available to a third party other than as contemplated in this Agreement;
e. allow any third party that offers or provides services that are competitive with AppReact's products or services to use or access the Platform Application, use or access the Platform Application to develop a product or service that is competitive with AppReact's products or services or otherwise copy any ideas, features, functions or graphics of the Platform Application;
f. reverse engineer, decompile, disassemble, translate or seek to obtain the source code of the Platform Application, or modify or create a derivative work of the Platform Application or any related documentation;
g. remove or obscure any product identification, proprietary, copyright or other notices contained in the Platform Application or related documentation;
h. create any link to the Platform Application or frame or mirror any content contained or accessible from the Platform Application; or
i. disclose (whether orally or in writing) information or analysis regarding the specifications or performance of the Platform Application (including benchmark tests).

iii. Communications. Customer will be responsible for the content of all communications sent using the Platform Application. Customer will not use the Platform Application to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law. AppReact will use reasonable efforts to provide Customer with the opportunity to remove or disable access to any offending material or content.

iv. Suspension. In the event of any breach or threatened breach of this Agreement by Customer or any Users (including non-payment of fees), without limiting AppReact's other rights and remedies, AppReact may immediately suspend Customer’s access to the Platform Application.

14. General.
A. These Terms constitute the whole legal agreement between Customer and AppReact and govern the use of the Services (excluding any services which AppReact may provide to Customer under a separate written agreement), and completely replace any prior agreements between Customer and AppReact in relation to the Services.

B. Either party may assign this Agreement to an entity acquiring substantially all of its assets or that merges with it, provided that such assignee agree in writing to assume all obligations under this Agreement. Except as set forth above, Customer may not assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written consent of AppReact. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

C. Customer agrees that AppReact has the right to obtain injunctive and other equitable relief in any court of competent jurisdiction at any time. Customer acknowledges that the Platform Application contains trade secrets, the disclosure of which would cause substantial harm to AppReact that could not be remedied by the payment of damages alone. Accordingly, AppReact will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of AppReact's intellectual property rights in the Platform Application.

D. The Terms, and Customer's relationship with AppReact under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Customer and AppReact agree to submit to the exclusive jurisdiction of the courts located within the county of Marin, California to resolve any legal matter arising from the Terms. Notwithstanding this, Customer agrees that AppReact shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

E. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

F. Customer acknowledges that the laws and regulations of the United States may restrict the export of the Platform Application. Customer agrees that it will not export or re-export the Platform Application in any form without first obtaining written approval from AppReact and the appropriate United States and foreign government approvals.

G. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

H. Customer agrees that AppReact may provide Customer with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the website. Any notice from Customer to AppReact shall be given in writing by email or priority mail to AppReact's address.

I. Customer agrees that if AppReact does not exercise or enforce any legal right or remedy which is contained in the Terms (or which AppReact has the benefit of under any applicable law), this will not be taken to be a formal waiver of AppReact's rights and that those rights or remedies will still be available to AppReact.