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Terms and Conditions of Use

"Terms" means the terms and conditions applicable to Your use of the Services provided by Us. The Terms include, without limitation, all the terms and conditions set forth in this Agreement and all the terms and conditions set forth in one more of the following additional agreements or other documents:

(1) Our "Master Subscription Agreement", which governs the relationship between You and Us, a current copy of which is available online at MSA;

(2) Our "Terms and Conditions of Use", which governs the use of Our websites, a current copy of which is available online at Usage Policy;

(3) Our "Privacy Policy", which governs the use of any private information we gather from Users, a copy of which is available online at Privacy Policy;

(4) Our "End User License Agreement", which governs the use of any software licensed from Us, including, without limitation, Our web and mobile applications downloaded and installed by You, the Users, or by Us at Your request and on Your behalf, a current copy of which is available online at End User License;

(5) Our "Professional Services Agreement", which governs the purchase, delivery, and use of any professional consulting or customized, project-based services You order from Us in connection with the Services, a current copy of which is available online at PSA; and

(6) One or more "Addendum", which for convenience and simplicity We may use from time to time to set forth any agreed-upon amendments, changes, or other modifications to, or waivers of, any of the standard terms and conditions set forth in any of the foregoing agreements or other documents; such modifications shall be binding on all parties (including the Users) if set forth in a written Addendum attached by Us to this Agreement and signed by both You and Us.

Provision of Services. We shall make the Services available to You as purchased by You through Orders pursuant to this Agreement and subject to the Terms. You agree that Your purchases are neither contingent on the delivery of any future functionality or features nor dependent on any oral comments made by Us regarding future functionality or features.

Usage Limitations. The Services may be subject to other limitations, such as, limits on disk storage space or Internet bandwidth. We shall employ commercially reasonable efforts to apprise You of any such limitations. The Services may not be used for any purpose in violation of applicable laws or regulations.

Reservation of Rights. This is a subscription to a service. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including, without limitation, all related intellectual property rights. No rights, including any rights under license, either express are implied, are granted to You hereunder other than as expressly set forth herein. This means that if We add to or modify the Services to make them better, even if You assist Us in that effort, all intellectual property rights relating to such additions or modifications shall be held by Us and You will have no ownership or license rights to such additions or modifications except for this subscription.

Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data. Notwithstanding the foregoing, the term "Your Data" does not include any analytical or statistical information regarding devices or operating systems used to access or utilize the Services; syncing, wait or down times; aggregated user or transaction data; errors encountered by Users; or the identifiers of where within the Services any technical problems arose. We (or a third party on Our behalf) may track, collect, and utilize such information to test, evaluate, support, market, or otherwise improve the quality of the Services. We (or a third party on Our behalf) will never access or use Your Data for support purposes without first obtaining your explicit permission.

General. You are contracting with Tovuti, INC, a Delaware corporation having its mailing address at 775 S Rivershore Ln Suite 200, Eagle, ID 83616 USA; and telephone: 1-208-246-8601. You should direct all notices under this Agreement to "CEO" at that address. You agree that the substantive laws of the state of Idaho, exclusive of its choice of law provisions, will apply to the construction and interpretation of this Agreement and also with respect to any lawsuit arising out of or in connection with this Agreement. You further agree that the state or federal courts located in the state of Idaho, USA, shall have exclusive jurisdiction of, and shall be the exclusive and correct venue for, the resolution of any dispute arising out of or related to this Agreement. You agree that any dispute You may have with Us shall be subject, in our discretion, to submission to binding arbitration in Boise, Idaho pursuant to the Commercial Arbitration rules then-currently in place and promulgated by the American Arbitration Association.