Terms of Service

Datashake Terms of Service

These terms were last updated on August 1, 2019.

1. Acceptance of Terms.

a. Reviewshake, Inc. (“Reviewshake, Datashake”) provides Services (defined below) toyou subject to this Terms of Service (“TOS”) agreement. By accessing or using theService, or our site https://www.datashake.com (“Site”), you acknowledge that you haveread, understood, and agree to be bound by this TOS and affirm that you are over theage of 18. If you are entering into this TOS on behalf of a business or other legal entity,you represent that you have the authority to bind the entity and its affiliates to this TOS,in which case the terms “you” or “your” shall refer to the entity and its affiliates. If you donot have such authority, or if you do not agree with this TOS, you must not accept thisTOS and may not use the Service. You acknowledge that this TOS forms a bindingcontract between you and Reviewshake, even though it is electronic and is notphysically signed, and that it governs without limitation your use of and access to theService.

b. We may change this TOS from time to time by notifying you of such changes by anyreasonable means, including by posting a revised TOS through the Site. Any suchchanges will not apply to any dispute between you and us arising prior to the date onwhich we posted the revised TOS incorporating such changes, or otherwise notified youof such changes. Subject to the foregoing provision of this Section 1(b), you are boundby all such changes effective on the effective date of the change, and if any change tothis TOS is not acceptable to you, your only remedy is to terminate services inaccordance with Section 8.

c. The “Last Updated” legend above indicates when this TOS was last changed. Wemay, at any time and without liability or prior notice, modify or discontinue all or part ofthe Service (including access to the Service via any third-party links); charge, modify orwaive any fees required to use the Service; or offer opportunities to some or all Serviceusers. We reserve the right to introduce new features or functionality for which thepayment of fees may be required

d. THIS TERMS OF SERVICE CONTAINS A MANDATORY ARBITRATIONPROVISION THAT, AS FURTHER SET FORTH IN SECTION 19, REQUIRES THEUSE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES,RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASSACTIONS OR CLASS ARBITRATIONS OF ANY KIND. PAID PLANS EXECUTEDTHROUGH SELF-SERVICE ON THE SITE WILL AUTOMATICALLY RENEW UNTILYOU CANCEL THEM PURSUANT TO SECTION 8 OF THIS TOS. TO CANCEL,[FOLLOW THE INSTRUCTIONS INCLUDED IN SECTION 8 OF THIS TOS].CANCELLING WILL END THE AUTOMATIC RENEWALS OF YOUR PAID SERVICES,BUT WE WILL KEEP ANY FEES WE HAVE ALREADY COLLECTED FROM YOU(UNLESS WE ARE REQUIRED BY LAW TO REFUND THEM).

2. Description of Service.

The “Service” includes (a) the Site, (b) Reviewshake’sservices, including without limitation application program interfaces and relatedmaterials (the “API” or “APIs”) and (c) all software (“the Software”) (including allsoftware, integrations, and user interfaces made available by Reviewshake), data(including personally identifiable information – “Personal Data”), reports, text, images,sounds, video, and content made available through any of the foregoing (collectivelyreferred to as the “Data”). Any new features added to or augmenting the Service arealso subject to this TOS. All paid plans executed through self-service on the Site and/orseparately executed Order Forms (“Order Form”) fall under this TOS unless you have entered into a separately signed Master Subscription Agreement with Reviewshake(each a “Subscription”).

3. Jurisdictional Issues.

The Service is controlled or operated (or both) from the UnitedStates, and is not intended to subject Reviewshake to any non-U.S. jurisdiction or law.The Service may not be appropriate or available for use in some non-U.S. jurisdictions.Any use of the Service is at your own risk, and you must comply with all applicable laws,rules and regulations in doing so. We may limit the Service’s availability at any time, inwhole or in part, to any person, geographic area or jurisdiction that we choose.

4. Access and Use of the Service.

Subject to the terms and conditions of this TOS, youmay access and use the Services only for lawful purposes and in accordance with theprovisions of this TOS (including the documents referenced in this TOS). Youacknowledge that the Services may become temporarily unavailable for scheduledmaintenance or for unscheduled emergency maintenance, either by Reviewshake or bythird-party providers, or because of other causes beyond our reasonable control.

a. Rules of Conduct. You shall not (and shall not allow any third party to) (a) license,resell, rent, lease, transfer, assign, time share or otherwise commercially exploit ormake the Service available to any third party; (b) use the Service in any fraudulent,tortious, or unlawful manner (including without limitation in violation of any CAN-SPAM,Telephone Consumer Protection Act, data, privacy, export control, federal, state,provincial and national laws or regulations) or in any manner that interferes with ordisrupts the integrity or performance of the Service or its components, (c) use theService with any products, services, or materials that constitute, promote or are usedprimarily for the purpose of dealing in: (i) libelous, defamatory, obscene, pornographic,abusive or otherwise illegal or offensive content; (ii) spyware, adware, or other maliciouscode; (iii) counterfeit goods; (iv) items subject to US embargo; (v) unsolicited massdistribution of email or multi-level marketing proposals; (vi) hate materials; (vii)

hacking/surveillance/interception/descrambling equipment; or (viii) stolen products oritems used for theft; (d) modify, adapt or hack the Service, or otherwise attempt to gainunauthorized access to the Service or its related systems or networks, (e) frame ormirror any portion of the Service, or otherwise incorporate any portion of the Service,except to the extent such restriction is expressly prohibited by applicable law; (f)interfere with or disrupt the operation of the Service or the servers or networks used tomake the Service available, including by hacking or defacing any portion of the Serviceor content made available through the Service or violate any requirement, procedure orpolicy of such servers or networks; (g) post, transmit or otherwise make availablethrough or in connection with the Service any virus, worm, Trojan horse, Easter egg,time bomb, spyware or other computer code, file or program that is or is potentiallyharmful or invasive or intended to damage or hijack the operation of, or to monitor theuse of, any hardware, software or equipment (each, a “Virus”); (h) restrict or inhibit anyother person from using the Service; (j) use the Service for any purpose other than yourinternal business purposes and in no event for any purpose competitive withReviewshake as determined by Reviewshake; (k) access the Service by any meansother than through the interface that is provided by Reviewshake for use in accessingthe Service; (l) use the Service in violation of this Agreement, the applicable OrderForm, or any Documentation; or (m) otherwise copy, disclose, rent, lease, sell, transfer,distribute, assign, license, disassemble, reverse engineer or decompile (except to thelimited extent expressly authorized by applicable statutory law), modify or alter any partof the Service.

b. You shall comply with any codes of conduct, policies or other notices Reviewshakeprovides you or publishes in connection with the Service, and you shall promptly notifyReviewshake if you learn of a security breach related to the Service.

c. As between you and Reviewshake, all rights, title and interest in and to the Serviceand its components will remain with and belong exclusively to Reviewshake. For clarity,

Reviewshake is and shall be the sole owner of (a) any data reflecting access or the useof the Service by or on behalf of you or your authorized users and (b) informationcollected by Reviewshake by referencing Query Data or otherwise derived byprocessing Query Data, including without limitation any inferences, insights, or otherpredictive information or data that is sufficiently different from Query Data such thatQuery Data cannot be reverse engineered or otherwise identified from analysis orfurther processing (together with (a) “Reviewshake Data”), and you hereby assign toReviewshake all right, title, and interest that you may have in the foregoingReviewshake Data

d. To the extent the Service or any portion thereof is made available for any fee, you areresponsible for usage limits set forth in the applicable Order Form and/or self-serviceSubscription. Reviewshake reserves the right to bill overages, cancel your subscription,or revoke access if limits are not maintained. For use of the Service and the Software,without limiting the foregoing, you will access the Data solely on a transactional basis.You shall not (and shall not allow any third party to): present the Data so that it appearsto be made available by any third party; or access the Data in bulk, redistribute, or resellthe Data. Any individual Software-specific terms are additive to this TOS. Non-payingusers of the Service are expressly forbidden from caching or otherwise storing the Data.Reviewshake grants unique authorization to use the API solely to develop, reproduceand distribute applications or implementations that interoperate with the API (each“Your Application”), and display any Data made available by Reviewshake through theAPI solely to end users via Your Application. Your end users are subject to the termsand conditions of this TOS. Reviewshake reserves the right to adjust limit the numberand/or frequency of API requests in its sole discretion.

e. Privacy Shield Compliance. You shall use any Personal Data downloaded, accessedor otherwise received though the Service solely in connection with your use of theService in accordance with this TOS. You represent, warrant, and covenant that you

shall process any and all Personal Data for this limited and specified purpose,consistent with any consent provided by the individual to whom Personal Data relates,and that you shall process all Personal Data in compliance with the EU-U.S. and Swiss-U.S. Privacy Shield (the “Privacy Shield”) frameworks as set forth by the U.S.Department of Commerce regarding the transfer of personal information from the EU orSwitzerland to the U.S. Such compliance shall include, but not be limited to: (i)compliance with the Privacy Shield Principles of Notice, Choice, Accountability forOnward Transfer, Security, Data Integrity and Purpose Limitation, Access, andRecourse, Enforcement and Liability (“Privacy Shield Principles”); (ii) providing thesame level of protection for Personal Data required by the Privacy Shield Principles; (iii)timely notification to Reviewshake, but in any event no less than ten (10) business days’notice, if you determine that you can no longer meet your data protection obligationspursuant to this section (Privacy Shield Compliance), in which case you will ceaseprocessing Personal Data (or you will take other reasonable and appropriate remedialsteps). Upon receiving such notice, or upon any breach of this section (Privacy ShieldCompliance), Reviewshake may immediately terminate your account and this TOS uponwritten notice to you. You shall comply with any Documentation and the Privacy Policy,and you shall promptly notify Reviewshake without undue delay if you learn of a securitybreach related to the Service.

f. Any Software or data that may be made available by Reviewshake in connection withthe Service contains proprietary and confidential information that is protected byapplicable intellectual property and other laws. You agree not to access the Service byany means other than through the interface that is provided by Reviewshake for use inaccessing the Service. Any rights not expressly granted herein are reserved and nolicense or right to use any trademark of Reviewshake.

g. Query Data. You hereby authorize and grant to Reviewshake a non-exclusivelicense to use, have used, store, process, transfer, reproduce, distribute, perform,

display, and create derivative works of Query Data for the purpose of providing theService. You represent and covenant that, prior to posting Query Data to the API, youhave obtained all rights or licenses necessary to authorize Reviewshake’s processing ofQuery Data. “Query Data” means all data, customer contacts, information, text, contentand other materials that you upload, provide or otherwise transmit (hereafter “post(ing)”)to or in connection with the Service, including without limitation any messages, contactsand other information stored your email accounts hosted by third party cloud services.As part the operation of the Service, Reviewshake’s processing of Query Data mayinvolve (a) unencrypted transmissions over the Internet; (b) changes to conform andadapt to technical requirements of connecting networks or devices and (c) transmissionto Reviewshake’s third party vendors and hosting partners to provide the necessaryhardware, software, networking, storage, and related technology required to operateand maintain the Service. Accordingly, you acknowledge that you bear soleresponsibility for adequate security, protection and backup of Query Data. Reviewshakedoes not guarantee that the Service is or will remain secure or that access to theService will be uninterrupted and Reviewshake will have no liability to you for anyunauthorized access or use of any of Query Data, or any corruption, deletion,destruction or loss of any of Query Data.

i. Your Account. You are responsible for maintaining the confidentiality of your login,password and account and for all activities that occur under your login or account. Youagree to (a) immediately notify Reviewshake of any unauthorized use of your passwordor account or any other breach of security, and (b) ensure that you exit from youraccount at the end of each session when accessing the Service. Reviewshake reservesthe right to access your account in order to respond to your requests for technicalsupport Reviewshake has the right, but not the obligation, to monitor the Service orQuery Data. You further agree that Reviewshake may remove or disable Query Data orany Data at any time for any reason (including, but not limited to, upon receipt of claims

or allegations from third parties or authorities relating to the foregoing), or for no reason at all.

j. Equipment. You shall be responsible for obtaining and maintaining any equipmentand ancillary services needed to connect to, access or otherwise use the Services,including, without limitation, modems, hardware, server, software, operating system,networking, web servers, long distance and local telephone service (collectively,“Equipment”). You shall be responsible for ensuring that such Equipment is compatiblewith the Services (and, to the extent applicable, the Software) and complies with allconfigurations and specifications set forth in Reviewshake’s published policies then ineffect. You shall also be responsible for maintaining the security of the Equipment, youraccount, passwords (including but not limited to administrative and user passwords) andfiles, and for all uses of your account or the Equipment with or without your knowledgeor consent.

k. Reviewshake reserves the right to use your name and/or Reviewshake name andlogo/assets as a reference for marketing or promotional purposes on Reviewshake’s website and in other communication with existing or potential Reviewshake customers.

l. Subject to the terms hereof, Reviewshake may (but has no obligation to) providetechnical support services, through email in accordance with our standard practice.

5. Payment.

To the extent the Service or any portion thereof is made available for anyfee, you will be required to select a Subscription through the self-service process on theSite and/or separately execute an Order Form and provide Reviewshake informationregarding your credit card or other payment instrument. You represent and warrant toReviewshake that such information is true and that you are authorized to use thepayment instrument. You will promptly update your account information with anychanges (for example, a change in your billing address or credit card expiration date)that may occur. You agree to pay Reviewshake the amount that is specified in the

payment plan in accordance with the self-service Subscription or Order Form and thisTOS, including as set forth in Section 8. Subscriptions entered into through the Site orthrough an Order Form will auto-renew pursuant to the terms specified in Section 8 oras otherwise set forth in such Order Form. You hereby authorize Reviewshake to billyour payment instrument in advance monthly for self-service Subscriptions entered intothrough the Site or in accordance with the applicable Order Form and in accordancewith the terms of the applicable payment plan referenced in the self-service Subscriptionor Order Form and this TOS, and you further agree to pay any charges so incurred. Ifyou dispute any charges you must let Reviewshake know within thirty (30) days afterthe date that Reviewshake invoices you. We reserve the right to change Reviewshake’sprices. If Reviewshake does change prices, Reviewshake will provide notice of thechange on the Site or in email to you, at Reviewshake’s option, at least fourteen (14)days before the change is to take effect. Your continued use of the Service after theprice change becomes effective constitutes your agreement to pay the changedamount. Reviewshake may choose to bill through an invoice, in which case, fullpayment for invoices issued in any given month must be received by Reviewshake thirty(30) days after the mailing date of the invoice, or the Services may be terminated.Unpaid invoices are subject to a finance charge of 1.5% per month on any outstandingbalance, or the maximum permitted by law, whichever is lower, plus all expenses ofcollection. You shall be responsible for all taxes associated with Services other thanU.S. taxes based on Reviewshake’s net income

6. Third Party Materials; Open Source

a. Certain Service functionality may make available access to third party services orother third party resources made available by third parties ( “Third Party Materials”), orallow for the routing or transmission of such Third Party Materials, including via links. Byusing such functionality, you are directing us to access, route and transmit to you theapplicable Third Party Materials. We neither control nor endorse, nor are we responsible

for, any Third Party Materials, including the accuracy, integrity, quality, legality,usefulness or safety of Third Party Materials, or any intellectual property rights therein.Certain Third Party Materials may, among other things, be inaccurate, misleading ordeceptive. Nothing in this Agreement shall be deemed to be a representation orwarranty by Reviewshake with respect to any Third Party Materials. We have noobligation to monitor Third Party Materials, and we may block or disable access to anyThird Party Materials (in whole or part) through the Service at any time. In addition, theavailability of any Third Party Materials through the Service does not imply ourendorsement of, or our affiliation with, any provider of such Third Party Materials, nordoes such availability create any legal relationship between you and any such provider.YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND ISSUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIESAPPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICEOR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTYMATERIALS)

b. The Services may be provided together with, or otherwise contain, certain opensource software components ( “Open Source Components”) under their respective opensource license agreements (“Open Source Licenses”). You acknowledge and agree tothe terms and conditions in each such Open Source License and to comply with all suchterms and conditions. With respect to each Open Source Component, to the extentthere are any conflicts between any terms of this Agreement and any terms of therespective Open Source License, which the Open Source License does not permit, suchconflicting terms of this Agreement will not apply. Any fees charged by Reviewshake inconnection with the Services do not apply to any Open Source Components for whichfees may not be charged under the applicable Open Source License. Where the termsof any specific Open Source License entitle you to the source code of the respectiveOpen Source Component (if any), that source code may be made available from Reviewshake upon request (a nominal fee may be charged by Reviewshake forprocessing such request).

7. Representations and Warranties.

You represent and warrant to Reviewshake that (i)you have full power and authority to enter into this TOS; (ii) you own all Query Data orhave obtained all permissions, releases, rights or licenses required to engage in yourposting and other activities (and allow Reviewshake to perform its obligations) inconnection with the Services without obtaining any further releases or consents; (iii)Query Data, Your Application and other activities in connection with the Service, andReviewshake’s exercise of all rights and license granted by you herein, do not and willnot violate, infringe, or misappropriate any third party’s copyright, trademark, patentright, right of privacy or publicity, or other personal or proprietary right, nor does QueryData contain any matter that is defamatory, obscene, unlawful, threatening, abusive,tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

8. Term; Termination.

a. The TOS becomes effective upon the date that you are first provided with use oraccess to the Services and remains in effect, (a) with respect to any free Service, untilyou uninstall or remove such free Service, (b) with respect to paid plans executedthrough self-service on the Site, for the term specified in your self-service Subscription,or if none is so specified, for one (1) calendar month following the date you are firstprovided with access, (c) with respect to separately executed Order Forms, for twelve(12) months or as otherwise set forth in such Order Form (the “Initial Term”) unlessterminated earlier. Upon expiration, (a) with respect to paid plans executed through self-service on the Site, the Initial Term will automatically renew for successive one (1)calendar month periods, (b) with respect to separately executed Order Forms, the InitialTerm will automatically renew upon expiration for successive twelve month (12) periods,unless either party provides the other with written notice of non-renewal at least thirty

(30) days prior to the expiration of the then-current term or as otherwise set forth in anOrder Form, (the Initial Term and any renewal terms collectively, the “SubscriptionTerm”). You will be responsible for Subscription Fees through the end of yourSubscription Term and no refunds will be issued if you terminate your Subscription priorto the expiration of your Subscription Term. If Reviewshake materially breaches thisTOS, and does not cure such breach within thirty (30) days after receiving written noticefrom you of the breach, or Reviewshake makes a material change to this TOS that youdo not accept, you have the right to terminate your Subscription via self-service onReviewshake.com OR by sending a cancellation request to support@datashake.com. Inaddition, you may terminate for convenience your month-to-month Subscription via self-service on Reviewshake.com OR by sending a cancellation request tosupport@datashake.com, but you may not terminate for convenience the Services setforth in an Order Form submitted by you prior to the expiration of the Subscription Termset forth in the Order Form.

b. Without limiting Reviewshake’s other termination rights set forth in this TOS,Reviewshake may terminate or suspend your account and this TOS effectiveimmediately upon notice to the administrative email address associated with youraccount if you violate any of the provisions of Section 4.a (the Rules of Conduct) or 4.e(Privacy Shield Compliance). In addition to any other remedies Reviewshake may have,Reviewshake may also terminate this TOS upon fourteen (14) days’ notice (or seven (7)days in the case of nonpayment) if you breach any of the terms or conditions of thisTOS and, where capable of cure, such breach remains remained uncured for a periodof thirty (30) days. Query Data on the Service (if any) may be permanently deleted byReviewshake upon any termination or suspension of your account in its sole discretion.However, all accrued rights to payment and the terms of Sections 4-12 shall survivetermination of this TOS. Reviewshake also reserves the right to modify or discontinue,temporarily or permanently, the Service (or any part thereof). Any suspected fraudulent,abusive or illegal activity that may be grounds for termination of your use of the Service,

may be referred to appropriate law enforcement authorities. You agree thatReviewshake will not be liable to you or any third party for any termination of youraccess to the Service.

9. DISCLAIMER OF WARRANTIES.

THE SERVICE AND ALL THIRD PARTYMATERIALS, INCLUDING WITHOUT LIMITATION THE SITE, API AND ANY DATAPROVIDED IN CONNECTION THEREWITH, AND ALL SERVER AND NETWORKCOMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASISWITHOUT ANY WARRANTIES OF ANY KIND, AND REVIEWSHAKE EXPRESSLYDISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT REVIEWSHAKE DOES NOTWARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE,ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THEDATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES,AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROMREVIEWSHAKE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTYNOT EXPRESSLY STATED IN THIS TOS.

10. LIMITATION OF LIABILITY

a. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER INCONTRACT, TORT, OR OTHERWISE) SHALL REVIEWSHAKE AND ITS AFFILIATESAND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES,AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS ANDSERVICE PROVIDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS(COLLECTIVELY, THE “REVIEWSHAKE PARTIES”) BE LIABLE TO YOU OR ANYTHIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,

CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSTSALES OR BUSINESS, LOST CONTENT OR DATA, ARISING OUT OF OR INCONNECTION WITH THE SERVICES, THIRD PARTY MATERIALS OR THE TOS; (B)WITHOUT LIMITING THE FOREGOING, FOR DAMAGES OF ANY KIND RESULTINGFROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY THIRDPARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTEDIN CONNECTION THEREWITH; OR (C) FOR ANY DIRECT DAMAGES, COSTS,LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU INCONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THEEVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDREDU.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THERISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVERELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTOTHIS TOS. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THISSECTION AND ELSEWHERE IN THE TOS) ARE MADE FOR THE BENEFIT OFBOTH REVIEWSHAKE AND EACH OF THE OTHER REVIEWSHAKE PARTIES.

b. Some states do not allow the exclusion of implied warranties or limitation of liabilityfor incidental or consequential damages, which means that some of the abovelimitations may not apply to you. IN THESE STATES, REVIEWSHAKE AND THEOTHER REVIEWSHAKE PARTIES’ LIABILITY WILL BE LIMITED TO THE GREATESTEXTENT PERMITTED BY LAW.

11. Indemnification.

You shall defend, indemnify, and hold harmless Reviewshake andeach of the other Reviewshake Parties from and against any actions, damages,obligations, losses, liabilities, demands or expenses, including without limitationreasonable legal and accounting fees, arising or resulting from, or in connection with: (i)your breach of any of the provisions of this TOS; (ii) any of Query Data; (iii) yourviolation of any third party right, including without limitation any right of privacy or

intellectual property right (including without limitation violation of any intellectualproperty right by Query Data and Your Application, or Reviewshake’s use of theforegoing as contemplated by this TOS); (iii) any other party’s access and use of theServices with your unique username, password or other appropriate security code; (iv)Personal Data or any other data that is made available to Reviewshake via youraccount; (v) your violation of any applicable law, rule or regulation; or (vi) your otheraccess, contribution to, use or misuse of the Service or Reviewshake Marks.Reviewshake shall provide notice to you of any such claim, suit or demand.Reviewshake reserves the right to assume the exclusive defense and control of anymatter which is subject to indemnification under this section. In such case, you agree tocooperate with any reasonable requests to assist Reviewshake’s defense of suchmatter

12. Export Controls.

You are responsible for complying with United States exportcontrols, including as set forth above, and for any violation of such controls, includingany United States embargoes or other federal rules and regulations restricting exports.You represent, warrant and covenant that you are not (a) located in, or a resident or anational of, any country subject to a U.S. government embargo or other restriction, orthat has been designated by the U.S. government as a “terrorist supporting” country; or(b) on any of the U.S. government lists of restricted end users.

13. Assignment.

Reviewshake may assign or transfer this TOS, in whole or in part,without consent or other restriction. You may not assign this TOS without the priorwritten consent of Reviewshake. Any attempted assignment other than as permitted inthis Section will be null and void.

14. Information or Complaints.

If you have a question or complaint regarding theService, please send an e-mail to support@datashake.com. Please note that e-mailcommunications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence withus.

15. Miscellaneous.

If any provision of this TOS is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that thisTOS will otherwise remain in full force and effect and enforceable. Both parties agreethat this TOS, together with any Order Form and/or self-service Subscription, is thecomplete and exclusive statement of the mutual understanding of the parties andsupersedes and cancels all previous written and oral agreements, communications andother understandings relating to the subject matter of this TOS, and that all waivers andmodifications must be in a writing signed by both parties, except as otherwise providedherein. No agency, partnership, joint venture, or employment is created as a result ofthis TOS and you do not have any authority of any kind to bind Reviewshake in anyrespect whatsoever. Any heading, caption or section title contained herein is forconvenience only, and in no way defines or explains any section or provision. All termsdefined in the singular will have the same meanings when used in the plural, whereappropriate and unless otherwise specified. Any use of the term “including” or variationsthereof in this TOS will be construed as if followed by the phrase “without limitation.”Notices to you (including notices of changes to this Agreement) may be made viaposting to the Site or by e-mail (including in each case via links), or by regular mail. Allnotices under this TOS if delivered in person, mailed or transmitted by email or fax willbe treated as having been duly given when received, if personally delivered; whenreceipt is electronically confirmed, if transmitted by facsimile or email; the day after it issent, if sent for next day delivery by recognized overnight delivery service; and uponreceipt, if sent by certified or registered mail, return receipt requested. Without limitation,a printed version of this Agreement and of any notice given in electronic form shall beadmissible in judicial or administrative proceedings based upon or relating to thisAgreement to the same extent and subject to the same conditions as other businessdocuments and records originally generated and maintained in printed form.

Reviewshake will not be responsible for any failure to fulfill any obligation due to anycause beyond its control. In any action or proceeding to enforce rights under this TOS,the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement,including any terms and conditions incorporated herein, is the entire agreementbetween you and Reviewshake relating to the subject matter hereof, and supersedesany and all prior or contemporaneous written or oral agreements or understandingsbetween you and Reviewshake relating to such subject matter.

16. Governing Law.

This TOS (including the arbitration provisions in Section 19) shallbe governed by the laws of the United States (including federal arbitration law) and theState of Delaware without regard to the principles of conflicts of law. Unless otherwiseelected by Reviewshake in a particular instance, you hereby expressly agree to submitto the exclusive personal jurisdiction of the federal and state courts of the State ofDelaware for the purpose of resolving any dispute relating to your access to or use ofthe Service.

17. Arbitration; Class Action Waiver.

EXCEPT FOR DISPUTES THAT QUALIFY FORSMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THISTOS, YOUR USE OF THE SERVICES AND ALL RELATED MATTERS, WHETHERBASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANYOTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDINGARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY AJUDGE OR JURY AND YOU AGREE THAT REVIEWSHAKE AND YOU ARE EACHWAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATIONUNDER THIS TOS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASSARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU AREAGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATIONOR CLASS ACTION. The arbitration will be administered by the American ArbitrationAssociation (the “AAA”) under (a) its Consumer Arbitration Rules (currently available at

https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) if you are a consumer or(b) its Commercial Arbitration Rules (currently available athttps://www.adr.org/sites/default/files/Commercial%20Rules.pdf) if you are not aconsumer, in each case as amended by this TOS. The arbitrator will conduct hearings,if any, by teleconference or videoconference, rather than by personal appearances,unless the arbitrator determines upon request by you or by us that an in-person hearingis appropriate. Any in-person appearances will be held at a location which is reasonablyconvenient to both parties with due consideration of their ability to travel and otherpertinent circumstances. If the parties are unable to agree on a location, suchdetermination should be made by the AAA or by the arbitrator. The arbitrator’s decisionwill follow the terms of this TOS and will be final and binding. The arbitrator will haveauthority to award temporary, interim or permanent injunctive relief or relief providing forspecific performance of this TOS, but only to the extent necessary to provide reliefwarranted by the individual claim before the arbitrator. The award rendered by thearbitrator may be confirmed and enforced in any court having jurisdiction thereof.Notwithstanding any of the foregoing, nothing in this TOS will preclude you frombringing issues to the attention of federal, state or local agencies and, if applicable lawallows, they can seek relief against us for you. IF YOU ARE A CONSUMER AND DONOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPTOUT.