“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Fees” means all monies due (in USD) to TotalDiscovery for use by You of the Product as per this Agreement.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.

“Order Form” means the ordering documents and/or online order forms used for purchase of the license governed by this Agreement. Typically, the Order Form is a simple one-page document but may also include addenda that are entered into between You and Us from time to time. Order Forms shall be deemed automatically a part of this Agreement (i.e., incorporated herein by reference).

The “Product” means the TotalDiscovery online web-based application and platform provided by Us via https://preserve.catalystapps.com and/or other designated websites, that are ordered by or provided to You, including associated offline components and services, if any, and any related product or services that You or Your Affiliates purchase under this Agreement and/or via the TotalDiscovery website or from within the Product. The Product may consist of product documentation, sample applications, books and periodicals, tools and utilities, third-party software or services, miscellaneous technical information, development toolkits, server applications and development tools (each, a “Component”, and collectively “Components”, of the Product); the Product may include groups of Components identified as any one or more of the following: Library, Platforms, Server Products, Applications, Applets, Gems, Services, Micro-services, Programs and Developer Tools, all as modified from time to time. This Agreement defines the entire Product and all its Components.

“Updates” means any updates or enhancements to the Product, performed and scheduled by TotalDiscovery as needed. Some Updates may be made available to You as optional enhancements that may require separate Order Form(s) for the purchase of additional license(s), to be pre-approved in writing by You.

“User Guide” means the online user guidance presented and accessible from within the Product or any site associated therewith, as updated from time to time. This is sometimes also referred to as the TotalDiscovery Knowledge Base, Information Icons, and Wizard Style Help Screens.

“Users” means You and persons or entities who are authorized by You to use the Product, who use Your credentials or have been supplied their own user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors, and agents or third-parties with which You transact business.

“TotalDiscovery”, “We”, “Us” or “Our” means TotalDiscovery, LLC, a Washington Limited Liability Company located at 2001 6th Ave., Ste. 2410, Seattle, Washington 98121, and its Affiliates.

“You” or “Your” means both You and the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.

“Your Data” means all digital information and content (known also as “Electronically Stored Information” or “ESI”) that is submitted to, or managed by, the Product. Examples include, but are not limited to, email, electronic documents, database records, and related metadata and full content.

General Grant. In general, for each license You have acquired for the Product, You have unlimited, non-exclusive rights of use within Your organization.

Entity License. We grant to You the right to designate individuals within Your organization to have the right to use the Product in accordance with the terms of this Agreement.

Separation of Components. The Product is licensed as a single product. Its Component parts may not be separated for use for any reason or by any means.

Update License Terms. All Updates shall be considered part of the Product and subject to the terms and conditions of this Agreement.

License Types. There are several license types available for the Product. Your license type is referenced and described in the Order Form.

Product Provisioning. We shall make the Product available to You pursuant to this Agreement. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

Our Responsibilities. We shall: (i) provide to You basic support for the Product at no additional charge, and/or upgraded support if purchased separately; (ii) use commercially reasonable efforts to make the Product available at all times throughout the year, except for: (a) planned downtime (of which We shall give reasonable notice via the Product or by other means if appropriate, and by our sole discretion) and which shall be scheduled, to the extent practicable, at lowest usage times, and (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror or malice, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays; and (iii) provide the Product only in accordance with applicable laws and government regulations.

Your Responsibilities. You shall (i) be responsible for Your and Your Users' compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, except to the extent the acquisition of such data is due to the technical functions of the Product; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Product for You, and notify Us immediately of any such unauthorized access or use; and (iv) use the Product only in accordance with this Agreement, the User Guide, and applicable laws and government regulations.

Usage Limitations. You shall not (a) make the Product available to anyone other than Users; (b) sell, resell, rent, or lease the Product without Our prior written consent; (c) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) knowingly use the Product to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Product or third-party data contained therein; (f) use the Product to illegally attempt to access, acquire, or otherwise obtain Data to which You are not legally entitled; or (g) attempt to gain unauthorized access to the Product or its related systems or networks.

Third-Party Products and Services. The Product is designed to deliver Data to, and accept Data from, Third-Party Product and Services providers on Your behalf and authorized by You. For example, You may request that Data be delivered to, or imported from, a third-party software, not hosted or controlled by TotalDiscovery.

Acquisition of Third-Party Products and Services. No purchase of third-party products or services is required to use the Product. Any acquisition by You of third-party products or services, except as may be offered by Us from time to time, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of Data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services.

Acknowledgement and Acceptance of Fees. Your use of the Product is deemed to be Your acknowledgement and acceptance of the relevant costs and fees, including transactional and recurring fees as per this Agreement.

Payment of Fees. You shall pay all Fees for Your use of the Product. Except as otherwise specified in this Agreement or within the Product, (i) Fees are quoted and payable in United States dollars, (ii) Fees are based on Your requests and not on Your actual usage or non-usage of the results of any such request, and (iii) payment obligations are non-cancelable and fees and monies paid are non-refundable.

Fee Schedule Changes. Unless otherwise specified on the Order Form, We reserve the right to alter the Product standard fee schedule at any time.

Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order, invoicing contact information, or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Product requests as per the Order Form or as per the Product standard fee schedule, if any. Such charges shall be processed at the time You submit each request, or in accordance with any different billing frequency stated on the Order Form. If You specify that payment will be by a method other than a credit card, We will invoice You at the time You submit each request. Invoiced charges are due upon receipt. You are responsible for maintaining complete and accurate billing and contact information in the Product.

Payment of Fees. You shall pay all fees for Your use of the Product as stated in the Order Form.

Automatic Renewal. Unless You notify Us no less than 60 days prior to the automatic renewal date as stated in the Order Form, Your license shall automatically renew for the period stated in the Order Form.

Standard Increase of Fees. Unless otherwise stated in the Order Form, renewal Fees will increase by a minimum of five percent (5%) per year, beginning no earlier than one year from the execution date of this Agreement.

Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future payment terms shorter than those specified above or in Your Order Form.

Suspension of Access to Product. If any Fees or other amounts owing by You under this, the Order Form, or any other agreement between You and Us, for the Product or Our services, is 60 or more days overdue, then We may, without limiting Our other rights and remedies, suspend Your access to the Product and any related services provided to You until such amounts are paid in full.

Payment Disputes. We shall not exercise Our rights in this Agreement if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

Collection Costs. In the event of any dispute regarding payment of Fees, the non-prevailing party shall pay all of the other party’s reasonable costs, including attorney fees, incurred by the prevailing party.

Taxes. Unless otherwise stated or presented to You at the time of any Per Use or service request order, Our Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes based on Our income, property and employees.

Intellectual Property. The Product is protected by copyright, patent, and other intellectual property laws and treaties. We or Our suppliers own the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.

Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title, and interest in and to the Product, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this Agreement.

Restrictions. You shall not (i) permit any third party to access the Product except as permitted by this Agreement; (ii) create derivative works based on the Product; (iii) copy, frame, or mirror any part or content of the Product, other than copying or framing on Your own intranets or otherwise for Your own internal business continuity purposes; (iv) reverse engineer the Product in any way; or (v) access the Product in order to (a) build a competitive product or service or (b) copy any features, functions, graphics, text, or other digital or programmatic elements of the Product.

Limitation on Reverse Engineering, De-compilation and Disassembly. You acknowledge that the Product and its structure, organization, and source code contain Our valuable trade secrets. Accordingly, You may not reverse engineer, decompile, or disassemble the Product nor allow for any third party under Your control to do so.

ANY AND ALL TECHNOLOGY WILL NOT BE WORK MADE FOR HIRE. We shall solely retain all Intellectual Property that may be deemed to have been created during or in association with Your use of the Product or any other services provided by Us. We shall remain the sole owner of and retain all rights, title, and interest in any service, technical information, and/or intellectual property rights provided to You, including without limitation all trademarks, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases (but not Your content contained in databases), specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment, tools, libraries, discoveries, inventions, techniques, writings, design course materials, and structure and content of the courses as presented to You or other Users; and to any methods, procedures, practices, and software or hardware solutions utilized, and any other intellectual property whether used or developed by Us or Our agents or Affiliates in connection with the Product or services provided by Us (each and all of the foregoing, the “Intellectual Property”).

Ownership of Your Data. Your Data is Yours, plain and simple. As between Us and You, You exclusively own all rights, title, and interest in and to all of Your Data. That is independent of access to Your Data, for there may be additionally incurred charges for Your use of the Product or Your access to Your Data as provided by this Agreement, the Order Form, or related agreements or addenda.

Suggestions or Feedback. You represent and warrant that You have all rights necessary to submit suggestions and/or feedback to Us about Your use of the Product, and, subject to any applicable privacy restrictions, You hereby grant Us a fully paid, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, or incorporate into the Product and/or Our services, any and all suggestions, enhancement requests, recommendations, or other feedback provided by You, including Users, relating to the Product or Our services.

Transfer. You may permanently transfer or assign all Your rights to the Product subject to the related assignment terms in this Agreement.

Technical and Statistical Information. You agree that We and Our Affiliates may collect and use technical and statistical information and metrics about Your use of the Product or that You may provide as a part of support services related to the Product. We agree not to use this information in a form that personally identifies You.

Federal Government End Use Provisions. We provide the Product, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Product include only those rights customarily provided to the public as defined in this Agreement. The Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data / Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

Export Control. You acknowledge that the goods, software and technology acquired from TotalDiscovery are subject to U.S. export control laws and regulations, including but not limited to the International Traffic In Arms Regulations (“ITAR”) (22 C.F.R. Parts 120-130 (2010)); the Export Administration Regulations (“EAR”) (15 C.F.R. Parts 730-774 (2010)); the U.S. antiboycott regulations in the EAR and U.S. Department of the Treasury regulations; the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control, and the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001), as amended. You are now, and will remain in the future, compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer any TotalDiscovery goods, software, or technology, or disclose any TotalDiscovery software or technology to any person contrary to such laws or regulations. You acknowledge that remote access to the Product may in certain circumstances be considered a re-export of the Product, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.

Use of Trademarks. You agree to use trademarks associated with TotalDiscovery® according to accepted trademark practice, including identification of the trademark owner’s name, “TotalDiscovery”. Trademarks can only be used to identify TotalDiscovery as well as products and services associated with TotalDiscovery as defined in this Agreement or the Order Form or associated agreements and addenda. The use of any trademark authorized by this Agreement does not give You any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of TotalDiscovery. You may not change any trademark or trade name designation for any aspect of TotalDiscovery. You agree to abide by all requirements located in the TotalDiscovery Media Kit which may be provided at any time.

Definition of Confidential Information. As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Product; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with the “Compelled Disclosure” Section below or as expressly permitted by You, or (c) access Your Data except to provide the Product or prevent or address service or technical problems, or at Your request in connection with customer support matters.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

Our Warranties. We warrant that (i) the Product shall perform as per the representations made in this Agreement, the Order Form, and related Agreement and addenda, if any; (ii) the functionality of the Product will not be materially decreased. For any breach of either such warranty, Your exclusive remedy is governed by this Agreement.

Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not knowingly transmit to the other party any Malicious Code.

Legal Defensibility Representations. The Product is designed and built with legal defensibility as part and parcel to those processes. We pride ourselves in offering a Product that helps protect You from bad practices in legal data preservation. Because of that, We will be reasonably available to describe and defend the system. Additional charges and fees may be incurred but shall be pre-authorized by You.

Disclaimer of Warranties. Any warranty limitation referenced in this Agreement is the only express warranty made to You and is provided in lieu of any other express warranties (if any) created by any sales, marketing, or other documentation. Except for any limited warranty that may be provided in any other section of this Agreement, and to the maximum extent permitted by applicable law, We and Our suppliers and Affiliates provide the Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied, statutory, or otherwise, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services, to the maximum extent permitted by applicable law. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT, WITH REGARD TO THE PRODUCT.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Product as permitted hereunder infringes or misappropriates the intellectual property rights of such third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Product in violation of this Agreement, infringes or misappropriates the intellectual property rights of such third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney's fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

Exclusive Remedy. The indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim shall be limited to the relevant sections of this Agreement.

LIMITATION OF LIABILITIES AND REMEDIES. EXCEPT FOR THE MUTUAL INDEMNIFICATION AND DUTY TO DEFEND AS STATED ABOVE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT FOR PURCHASED SERVICES” SECTION.

EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE OR PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Term of Agreement. This Agreement commences on the date You accept it and continues until Your account has been terminated.

Termination for Cause. Either party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any fees for any related services not actually provided. Upon any termination for cause by Us, You shall pay any unpaid Fees and related charges, billed or unbilled, covering any use of the Product or related services actually provided prior to the effective date of termination. In no event shall any termination relieve You of the obligation to pay any Fees and related charges payable to Us for the use of the Product or services provided prior to the effective date of termination.

Return of Your Data. Because You own and control Your Data, You may request copies of Your Data be returned in a standard accessible format from Us. Upon request by You at any time, but typically at the time of termination of this Agreement in which case, within 60 days after the effective date of the termination of Your use of the Product subscription, and provided that You have fully paid for all requested use of the Product and any related Services, We will make Your Data available to You for download or transfer on standard media (e.g., external storage device). After such 60-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, remove all of Your Data from Our systems or otherwise in Our possession or under Our control.

Surviving Provisions. There are several provisions that shall survive this Agreement. The Sections titled “Fees and Payment for Purchased Product”, “Proprietary Rights”, “Confidentiality”, “Disclaimer”, “Mutual Indemnification”, “Limitation of Liability”, “Refund or Payment upon Termination”, “Return of Your Data”, “Who You Are Contracting With, Notices, Governing Law and Jurisdiction”, and “General Provisions” shall survive any termination or expiration of this Agreement.

Form and Mode of Notice. Unless otherwise provided in this section, any demand, notice, or other communication (“Notice”) given by either party to the other shall be in writing and delivered personally, effective on the date of delivery, by overnight delivery via a nationally recognized overnight courier to be effective the day following deposit, or sent by registered or certified mail, postage prepaid, return receipt requested, to be effective three (3) days after deposit.

Notice to Us. All Notices to Us shall be delivered to TotalDiscovery, 2001 6th Ave., Ste. 2410, Seattle, WA 98121.

Notice to You. Notices to You shall be addressed to the Shipping Address on the Order Form.

Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of Washington, without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods.

Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

Government Action. The parties acknowledge that the Product and any related services may be subject to certain state, federal, or local laws, statutes, acts, ordinances, rules, codes, standards, and/or regulations. The parties further acknowledge that in the event that the terms set forth in this Agreement are affected or required to be modified from time to time by state, federal, or local laws, statutes, acts, ordinances, rules, codes, standards, and/or regulations that such modifications shall be incorporated as required without terminating or invalidating this Agreement.

Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Cumulative Rights. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party, whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

Assignment. Either party may assign this Agreement in its entirety (including all Order Forms), without consent from the other party but notice must be provided within 10 days of such assignment. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum, or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.