Terms of Use for RiskBand ARIES Platform

This Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Risk Band LLC ("Company") that governs your use of the Company's ARIES Platform (the "ARIES Platform") as well as all software, applications, and content accessed or used via the ARIES Platform.

BY CLICKING THE "AGREE" BUTTON AND BY ACCESSING THE ARIES PLATFORM, YOU:

(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;

(B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT OR THAT YOUR PARENT OR LEGAL GUARDIAN HAS APPROVED YOUR AGREEMENT TO ABIDED BY THE TERMS OF USE SET FORTH IN THIS AGRFEEMENT; AND

(C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE ARIES PLATFORM.

License Grant. Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, and nontransferable license to use ARIES software and to log onto and use the ARIES Platform and any software, applications, Content, and Services (as defined herein) (together, "ARIES Platform Content") available via the ARIES Platform for your strictly in accordance with the terms of this Agreement and any other agreements applicable to any the ARIES Platform Content, including any End User License Agreement ("EULA" between you and the Company, and any Master License and Services Agreement ("MLSA") between the Company and any entity or person who has identified you as an authorized user of equipment and services under such an MLSA.

1.   License Restrictions. Licensee shall not:

a.    copy the ARIES Platform Content, except as expressly permitted by this license, the EULA or the MLSA;

b.    modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the ARIES Platform Content;

c.    reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the ARIES Platform Content or any part thereof;

d.    remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the ARIES Platform Content, including any copy thereof;

e.    rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the ARIES Platform Content, or any features or functionality of the ARIES Platform, to any third party for any reason, including by making the ARIES Platform Content available on a network or the internet; and

f.    remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the ARIES Platform or ARIES Platform Content;

2.   Reservation of Rights. You acknowledge and agree that the ARIES Platform and ARIES Platform Content is provided under license, and not sold, to you. You do not acquire any ownership interest in the ARIES Platform or ARIES Platform Content under this Agreement, or any other rights thereto other than to use the ARIES Platform and ARIES Platform Content in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the ARIES Platform and ARIES Platform Content, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

3.   Collection and Use of Your Information. You acknowledge that when you access or use the ARIES Platform, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your computer, mobile device, or other means used to run ARIES Platform Content and to collect information about your use of the ARIES Platform. You also may be required to provide certain information about yourself as a condition to using the ARIES Platform or ARIES Platform Content or certain of its features or functionality. All information the Company collects through or in connection with the ARIES Platform is subject to our Privacy Policy [INSERT AS LINK TO ARIES PLATFORM PRIVACY POLICY]. By accessing, using, and providing information to or through the ARIES Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

4.   Geographic Restrictions. The ARIES Platform and ARIES Platform Content are based in the United States and provided for access in the United States.  You acknowledge that you may not be able to access all or some of the ARIES Platform and ARIES Platform Content outside of the United States, and that access thereto may not be legal by certain persons or in certain countries. If you access the ARIES Platform and ARIES Platform Content from outside the United States, you are responsible for compliance with local laws.

5.   Passwords.  You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with your access and use of the ARIES Platform and ARIES Platform Content.  Accordingly, you agree that you are solely responsible to the Company for all activities that occur under your account.  If you become aware of any unauthorized use of your password on the ARIES Platform or your account, you agree to notify the Company immediately at customercare@riskband.com

6.   Updates. The Company may from time to time, in its sole discretion, develop and provide ARIES Platform and ARIES Platform Content updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

7.   Third-Party Materials. The ARIES Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials").  You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

8.   Term and Termination.

a.    The term of this Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or the Company as set forth in this Section.

b.    You may terminate this Agreement by ceasing to access the ARIES Platform and ARIES Platform Content and deleting any copies of any ARIES Platform Content from your computer or mobile device.

c.    The Company may terminate this Agreement at any time without notice for any reason or for no reason at all. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

d.    Upon termination:

(i)   all rights granted to you under this Agreement will also terminate; and

(ii)   you must cease all use of the ARIES Platform and ARIES Platform Content and delete all any copies of any ARIES Platform Content from your computer or mobile device.

e.    Termination will not limit any of Company's rights or remedies at law or in equity.

9.   Disclaimer of Warranties. THE ARIES PLATFORMIS AND ARIES PLATFORM CONTENT ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE ARIES PLATFORM AND ARIES PLATFORM CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE ARIES PLATFORM OR ARIES PLATFORM CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10.   Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE ARIES PLATFORM OR ARIES PLATFORM CONTENT FOR:

a.    PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR

b.    DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU OR ON YOUR BEHALF FOR ACCESS TO THE ARIES PLATFORM.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11.   Indemnification. You agree to indemnify, defend, and hold harmless the Company and its officers, directors, managers, equity owners, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the ARIES Platform or ARIES Platform Content or your breach of this Agreement, including but not limited to the content you submit or make available through this ARIES Platform.

12.   Export Regulation. The use of the ARIES Platform and ARIES Platform Content may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the ARIES Platform Content to, or make the ARIES Platform accessible from, any jurisdiction or country to which export, re-export, release, or access is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the ARIES Platform and ARIES Platform Content available outside the US.

13.   Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision or Agreement will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

14.   Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the use of the ARIES Platform or ARIES Platform Content shall be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina in each case located in Charleston city and county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

15.   Successors and Assigns.  This Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

16.   Entire Agreement. This Agreement, any applicable MLSA and EULA, and our Privacy Policy, constitute the entire agreement between you and Company with respect to the ARIES Platform and ARIES Platform Content and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the ARIES Platform and ARIES Platform Content.

17.   Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.