Your Acceptance of this Agreement. By clicking the “I Agree” button below or by accessing and using the Millworks Service, you (a) agree to be bound by this Agreement; and (b) represent and warrant that, if you are an individual, you are 18 years old or older or, if you are entering into this Agreement for an entity (e.g., the company you work for) that you have legal authority to bind that entity and that the entity is a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable) in good standing where required to do business with all legal authority and power to accept this Agreement. If you are a third party accessing an account(s) on behalf of an account owner (e.g., as an administrator), you agree that this Agreement applies to your activities on behalf of the account owner.

Components of this Agreement. This Agreement incorporates the following documents by this reference and is the entire agreement between you and us regarding your use of the Millworks Service:

1. Privacy Policy, including Acceptable Use Policy

2. The terms of this Subscription Agreement including all Order Forms

3. Documentation

4. Any other addenda or modifications

Purpose. The Millworks Service is more fully described in the Documentation and the applicable Order Form and may be modified, enhanced, and/or updated from time to time as designated herein or in the applicable Order Form.

Evaluation Access. If Millworks has made available to you evaluation access to the Millworks Service (“Evaluation Access”), you may use such access solely for the purpose of evaluating the Millworks Service to determine whether to purchase a subscription from Millworks. You may not use Evaluation Access for any other purposes. Evaluation Access is limited to fourteen (14) days from the date you activate your Evaluation Access, unless otherwise specified by Millworks in the applicable Order Form or a separate writing from Millworks (“Evaluation Period”). Unless you purchase a subscription for the Millworks Service, your Evaluation Access may be terminated. Your right to access and use the Millworks Service automatically expires at the end of the Evaluation Period. Upon any termination or expiration of the Evaluation Period, your Evaluation Access will cease, and you will no longer have access to any Customer Data used in connection with such Evaluation Access. Evaluation Access is provided “AS IS” without warranty or support of any kind, express or implied. Millworks may terminate your Evaluation Access at any time for any reason and without liability of any kind.

Use of the Millworks Service. You may access and use the Millworks Service in accordance with this Agreement. You will comply with the terms of this Agreement, including all Millworks policies and addenda that are provided to you, and all laws, rules and regulations applicable to your use of the Millworks Service. You will use reasonable efforts to prevent any unauthorized access to or use of the Millworks Service and will promptly notify Millworks in writing of any unauthorized use of which you become aware and provide us all reasonable cooperation to prevent and terminate such access or use.

License to Use the Millworks Service. We grant you a limited, non-transferable, revocable, right and license to access and use the Millworks Service in accordance with this Agreement. You may not, and will not authorize third parties to, (a) copy, modify, create derivative works of, reverse engineer, reverse assemble, or attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Millworks Service or Third Party Code; (b) remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Millworks Service; (c) enable access to the Millworks Service for a greater number of Authorized Users subscriptions than the sum quantity of Authorized Users purchased on the applicable Order Form(s); or (d) reassign subscription access rights between Authorized Users so frequently as to enable a single subscription to be shared between multiple users; we retain all ownership, rights, title and interest in and to the Millworks Service. Except for the limited access and use rights set forth in this Section, you obtain no rights from us to the Millworks Service, including any underlying or related intellectual property rights.

Authorized Users. “Authorized Users” means those uniquely identified individuals for whom the applicable subscription fees have been paid, as stated on the applicable Order Form, who are authorized by you to use and access the Millworks Service regardless of whether those individuals are actively using the Millworks Service at any given time. The Authorized Users will receive user IDs and passwords to access the Millworks Service. These credentials are granted to individual, named persons and may not be shared. You will ensure that all Authorized Users keep these credentials strictly confidential. Subscriptions to the Millworks Service may be reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a single Millworks Service subscription between multiple users. You may allow your Contractors and Affiliates to access the Millworks Service as Authorized Users in accordance with this Agreement, provided you shall remain liable for all acts and omissions of your Affiliates and Contractors as if their breach were your own. “Affiliate” means each legal entity that is directly or indirectly controlled by you on or after the Effective Date, for so long as such entity remains directly or indirectly controlled by you (where “controlled” means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership). “Contractor” means those independent third parties who perform services related to this Agreement for you.

Third-Party Code. The Millworks Service may contain or be provided with components which are licensed from third- parties (“Third-Party Code”), including components subject to the terms and conditions of “open-source” software licenses (“Open-Source Software”). Open-Source Software may be identified and/or provided to you upon written request. To the extent required by the license that accompanies the Open-Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open-Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

Data Obligations:

1. Customer Data. You are solely responsible for all business information, data, text, or any other content or information that you load on the Millworks Service or that you access, use, or integrate in connection with the Millworks Service (“Customer Data”). You agree that your Customer Data will not violate Millworks policies or any applicable laws or regulations. You grant us the right to access, use, store, copy, modify, publish, publicly transmit and distribute your Customer Data in order to operate the Millworks Service and provide services in connection with the Millworks Service. You will obtain all necessary rights in your content for our use of your Customer Data in accordance with this Agreement. As between you and us, you or your licensors will own all rights, title and interest in and to your Customer Data. Except as provided in this Agreement, we will not obtain rights under this Agreement to your Customer Data.

2. Anonymized Data. You also grant us the right to de-identify and aggregate your Customer Data, metadata or usage data, and use the resulting de-identified and aggregated data (“Anonymized Data”) to improve our services and for any other purpose and manner we select. Anonymized Data will not be considered your Customer Data.

3. Usage Data. The Millworks Service will generate usage data related to your and other end users accounts and use of the Millworks Service (e.g., usage statistics and analytics, telemetry, etc.). This usage data will be our data for us to use to improve our services and for any other purpose and manner we select.

4. Feedback and Suggestions. If you choose to provide us with any suggestions regarding improvements to the Millworks Service, then we will be entitled to use those suggestions without restriction or obligation to you. You will not give suggestions or feedback that is subject to license terms that seek to require any Millworks service or documentation incorporating or derived from such suggestions of feedback to be licensed or otherwise shared with any third party.

5. Health Information. You will not upload to the Millworks Service or publish thereon any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations (“Health Information”) and acknowledges that Millworks is not a Business Associate and that the Millworks Service is not HIPAA compliant. “HIPAA” means the Health Insurance Portability Act, as amended and supplemented. Millworks shall have no liability under this Agreement for Health Information, notwithstanding anything to the contrary herein.

6. Payment Card Data. You will not upload to the Millworks Service or publish thereon any payment card information. You acknowledge that Millworks is not compliant with the Payment Card Industry Data Security Standards.

7. Data Storage. Millworks does not provide an archiving service. Millworks agrees it shall not intentionally delete any of your data from the Millworks Service prior to termination or expiration of your applicable subscription. Except as otherwise set forth herein, Millworks expressly disclaims all other obligations with respect to storage of your data.

Millworks Technology. Notwithstanding anything to the contrary contained herein, except for the limited access and use rights expressly provided herein, Millworks and its licensors retain all right, title and interest in and to the Millworks Service and related underlying software, the Third Party Code, any other Millworks deliverables, Anonymous Data and any other non-customer specific data and statistical data, technology, reports, documentation, as well as any related process or methodology provided or used by Millworks, and with respect to each of the foregoing, any copies, modifications, improvements, derivative works, or enhancements thereto however developed or provided (including any which incorporate any of your usage date, ideas or suggestions) (collectively, “Millworks Technology”). You acknowledge that you are obtaining only a limited right to access and use the Millworks Service on a hosted basis and that no ownership rights are being conveyed to you under this Agreement or otherwise, and further acknowledge that nothing contained in this Agreement shall be construed to convey to you ownership of any intellectual property rights in or to any Millworks Technology or any related methodologies or processes. Nothing in this Section 10 shall be deemed as granting Millworks ownership of Customer Data or in any way impacting your ownership of Customer Data.

Your Account. You must set up an account that is associated with a valid email address and a valid form of payment in order to access and use the Millworks Service. You agree to provide true, accurate, current, and complete information in any registration forms required in connection with the Millworks Service. You will make sure that your account information remains up-to-date (e.g., if you change business locations then you will promptly notify us and update your account information). You are responsible for keeping your account passwords and other account information secure. Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your account, whether those activities are authorized by you or not.

Subscription Term/Auto Renew. Subscription Term. Unless otherwise specified on the applicable Order Form, your subscription will begin on the effective date of the applicable Order Form (also referred to as the Order Start Date) and, unless terminated earlier in accordance with is Agreement, continue for a period of 12 months (“Initial Subscription Term”) and will renew automatically for successive 1 year terms (each a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”) unless either party notifies the other party in writing at least 90 days before the expiration of the then-current Subscription Term that it is not agreeing to renew the subscription. All applicable fees for renewals of the Subscription Term will be at Millworks’ then-current rates. Your access to the Millworks Service will terminate at the end of your Subscription Term.

Fees and Payment. You shall pay all fees set forth in the applicable Order Form. All payments shall be made in the currency noted on the applicable Order Form within thirty (30) days of the date of the applicable electronic invoice. Except as expressly set forth herein, all fees are non-refundable once paid.

Taxes. You are responsible for any taxes that you are legally obligated to pay including, but not limited to, paying us any applicable value added, sales or use taxes or like taxes that we are allowed to collect from you under applicable law. If any taxes are required by law to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you must promptly secure and deliver to us an official receipt for any such taxes withheld or other documents necessary to enable us to claim a Foreign Tax Credit. Both parties will minimize any taxes withheld to the extent possible under applicable law.

Term. This Agreement commences on the Effective Date and continues until expiration of the Subscription Term(s) or until its terminated by either party in accordance with this Section.

Termination. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days following receipt of notice from the other party. In the event of termination, (a) you will follow any transition requirements/process that we provide to you regarding your transition off of the Millworks Service; and (b) we may, at our option, permanently delete from the Millworks Service and our servers any and all information and content (including your content) and disable all integrations you’ve configured on the Millworks Service. We will not be responsible or liable for such deleted information, content, and/or disablement of integrations.

Temporary Suspension. We may suspend your right to access or use any portion or all of the Millworks Service immediately upon notice to you if we determine that: (a) your account is thirty (30) days or more overdue; (b) you are in breach of this Agreement (including any Millworks policies); (b) your use of the Millworks Service poses a security risk to the Millworks Service; or (c) you have ceased to operate in the ordinary course or become the subject of a bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Survival. The following Sections will survive termination of this Agreement: 1, 2, 5-6, 9-34.

Public and Third-Party Communication. You will have the opportunity to communicate with others on or through the Millworks Analytics Service. In connection with such communications, you may not upload, post, reference or link to any content that (a) is illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable; or (b) violates any Millworks policies. You agree that these communications may not be secure and may be public and not private communications. We are not responsible or liable for any information that you choose to communicate on or through the Millworks Analytics Services with third parties, or for the actions of any other users accessing websites, web pages or features made available on or through the Millworks Analytics Services.

Warranties. We represent and warrant to you that the Millworks Service will perform substantially in accordance with its published documentation. Millworks does not warrant that your use of the Millworks Service will be uninterrupted or error-free, nor does Millworks warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss. You represent and warrant to us that you have all necessary and legally required rights (including your compliance with all applicable privacy laws and regulations) in your content that is necessary to grant the rights contemplated in this Agreement. Both parties represent and warrant to the other that it will comply with all applicable laws, rules, and regulations in the performance of this Agreement (and, in the case of you, your use of the Millworks Service, including in connection with your integration with other users as described above).

Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 20, THE MILLWORKS SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." MILLWORKS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE MILLWORKS SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THE MILLWORKS SERVICE IS AT YOUR OWN RISK.

Disclaimer of Warranties; Limitations on Liability. TO THE EXTENT PERMITTED BY LAW, NEITHER MILLWORKS, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF THE USE OF THE MILLWORKS SERVICE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE MILLWORKS SERVICE WILL NOT, FOR ANY REASON, EXCEED THE FEES YOU PAID US DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. NOTHING IN THIS SECTION WILL LIMIT YOUR OBLIGATION TO PAY US FOR YOUR USE OF THE MILLWORKS SERVICE OR ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT.

Failure of Essential Purpose. THE LIMITATIONS SPECIFIED IN THIS SECTION ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS LICENSE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Third-Party Claims. You agree to defend us and our employees, officers, directors, affiliates, contractors, suppliers, and agents from and against any and all third party claims and pay the amount of any adverse final judgment or settlement that arise from (a) your breach of this Agreement; (b) your Customer Data (including our use of your Customer Data as authorized under this Agreement); and (c) your interaction and engagement with other users of the Millworks Service and/or third parties or third party services via the Millworks Service. We agree to defend you and your employees, officers, directors, affiliates, contractors, suppliers, and agents from and against any and all third-party claims alleging that the Millworks Service, in the form made available to you without modification, infringes or misappropriates that third party’s intellectual property rights. Each party will reasonably cooperate as requested by the other party (and at the requesting party’s expense) in the defense of any claims. In no event will a party agree to any settlement of any claim that obligates the other party in any way, without the written consent of the other party.

Confidential Information. You agree that this Agreement and the non-public components of the Millworks Service and all non-public information provided in connection with this Agreement and the Millworks Service are the confidential and proprietary information of us and our third-party suppliers (“Millworks Confidential Information”). You agree not to disclose Millworks Confidential Information to any third party without the prior written consent of us. If you are required by law to disclose any Millworks Confidential Information you agree to provide us with as much advance notice and an opportunity to intervene to prevent or limit such disclosure before complying with any legally required disclosure. You agree to protect Millworks Confidential Information in the same manner that you protect your own confidential information but in no event to use less than industry standard efforts.

Assignment. You may not assign this Agreement, in whole or in part, without the prior written consent of us, and any attempted assignment will be void. We may assign this Agreement upon written notice to you. This Agreement will bind and inure to the benefit of permitted assigns.

Dispute Resolution. You agree that any claim or controversy arising out of or relating to this Agreement and/or the use of the Millworks Service will be governed by the laws of the State of Washington, and that venue for any action arising from or related to this Agreement and/or the use of the Millworks Service will be solely in any court of competent jurisdiction in Seattle, King County, Washington, USA. If either party employs attorneys to enforce any rights in connection with any such dispute or lawsuit the prevailing party will be entitled to recover reasonable attorneys' fees.

Notice. All legal notices given by you to Millworks must be submitted to Support@millworksanalytics.com. Millworks may give notice to you at either the e-mail or postal address you provide to Millworks when registering for access and use of the Millworks Service, or any other way that Millworks deems appropriate. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

Amendments; Waivers. We may modify this Agreement at any time at our sole discretion. Modifications are effective upon being posted on the Millworks Analytics, Inc.’s website: www.millworks.ai. You are responsible for reviewing the Agreement posted on Millworks Analytics, Inc’s website periodically to ensure that you are aware of any changes. Unless otherwise specified by Millworks, changes become effective for existing subscription customers upon renewal of the then-current Subscription Term. Your continued use of the Millworks Service following our modification of this Agreement will constitute your acceptance of the changes. If this Agreement or any future changes are not acceptable to you, your sole remedy is to no longer use the Millworks Service. Except as set forth in this Section 29, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by you, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

Entire Agreement. This Agreement (including each Order Form, and any other mutually agreed exhibits or attachments) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. You acknowledge that the Millworks Service is an on-line, subscription-based product, and that in order to provide improved customer experience Millworks may make changes to the Millworks Service.

Audit Rights. You understand that Millworks may monitor your use of the Millworks Service in order to verify that you have not exceeded its permitted number of Authorized Users. If Millworks becomes aware of any excess usage of the Millworks Service, then you will pay for the excess usage and for any ongoing excess usage at Millworks’ then-current rates.

Relationship of the Parties. This Agreement will not establish a partnership, joint venture, employment, franchise, or agency between you and us. Neither party will have the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Except as otherwise expressly provided herein, there will be no third-party beneficiaries to this Agreement.

Force Majeure. Except for any obligations to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, labor shortage or dispute, and/or failure of the internet.

Language. Regardless of any language into which this Agreement may be translated, the official, controlling and governing version of this Agreement shall be exclusively the English language version.

Copyright Infringement Notice. We respect the intellectual property rights of others, and will respond promptly to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that any content appearing on the Millworks Service constitutes copyright infringement, please provide us with the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) your contact information, including your address, telephone number, and an email address; (e) a statement by you that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent for notice of alleged copyright infringement appearing on the Millworks Service is: Dan Duryea, 999 N. Northlake Way, Suite 214, Seattle, WA 98103 or by e-mail at copyrightnotices@millworksanalytics.com.

Third Party Services and Links. The Millworks Service may incorporate third party services and your use of such third party services will be at your own risk and subject to any additional terms provided with the service. We will not be liable or responsible for the third party service, including as to delivery and accuracy. The Millworks Service may include links (including via API) to third party sites and content and your use of such third party sites and content will be at your own risk and subject to any additional terms applicable to the third party sites and content. We will not be liable or responsible in any way for such third party sites and content.

Privacy. You agree that we can process personal information submitted by you in accordance with the terms of our privacy policy. You may access and review our privacy policy at www.millworks.ai. All terms of our privacy policy are incorporated into the Agreement by this reference.

Trademark Usage. You grant us a non-exclusive, royalty-free, license to use your trademarks and logos that are associated with your use of the Millworks Service (“Your Marks”) during the Term in connection with our provision and/or promotion of the Millworks Service, provided that we will use reasonable efforts to comply with any usage guidelines that you may provide to us from time to time. You are the owner and/or authorized licensor of Your Marks. As between you and us, all goodwill associated with Your Marks will inure to your benefit.