Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS ON WHICH FLOREO GRANTS TO YOU AND/OR THE ENTITY YOU REPRESENT (INDIVIDUALLY AND COLLECTIVELY, “SUBSCRIBER”) THE RIGHT TO USE AND DEPLOY FLOREO SERVICES. BY CLICKING THE “ACCEPT BOX” BELOW (OR ELSEWHERE ON THE WEBSITE FOR FLOREO). SUBSCRIBER HEREBY ACCEPTS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ITS ENTIRETY, EFFECTIVE IMMEDIATELY, AND YOU PERSONALLY WARRANT AND REPRESENT TO FLOREO THAT YOU PERSONALLY ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON SUBSCRIBER’S BEHALF. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT. IF, UPON REVIEW, SUBSCRIBER CHOOSES TO NOT ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN SUBSCRIBER MUST NOT ACCESS, DOWNLOAD OR USE THE SERVICE. 

BY ENTERING INTO THIS AGREEMENT, SUBSCRIBER ALSO AGREES TO ENSURE THAT ANY PERSON ENTITLED TO USE THE SERVICE, SUCH AS SUBSCRIBER’S EMPLOYEES, CONTRACTORS, AGENTS, CLIENTS AND/OR AFFILIATES, WILL ALSO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND SUBSCRIBER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS FLOREO FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, AND/OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO ANY BREACH OF THIS AGREEMENT BY SUCH EMPLOYEES, CONTRACTORS, AGENTS, CLIENTS AND/OR AFFILIATES.

1. Definitions.
   1. Generally.  Terms defined above and capitalized terms elsewhere in this Agreement have their assigned meanings, and the following terms have the meanings assigned to them:
      1. “Agreement” means this Agreement, and all Purchase Orders, schedules, exhibits, addendums, and attachments agreed to by Subscriber and Floreo, as each is amended from time to time.
      2. “Documentation” means Floreo's user manuals, handbooks, and guides relating to the Floreo VR and Service provided by Floreo to Customer either electronically or in hard copy form.
      3.  “Equipment” means the hardware, if any, as designated in the Purchase Order, which Subscriber is leasing and/or purchasing pursuant to this Agreement.
      4.  “Floreo VR” means the Floreo^© platform services, software, websites, applications, documents, media and content that allow Users to immerse in virtual reality learning environments.
      5.  “Floreo,” “We” or “Us” means, Floreo Inc., a Delaware corporation.
      6.  “Learner” means the person(s) enrolled in Subscriber’s programs, and who will be the beneficiaries of the Service.
      7.   “Notify” or “Notice” means to contact a Party through means designated in and in accordance with Section 22.1.
      8. “Party” means a party to this Agreement.
      9.  “Products” means Floreo VR, Documentation and, if applicable, Equipment that the Subscriber may lease and/or purchase access to pursuant this Agreement (as further described in the Purchase Order).
      10. “Purchase Order” means the Subscription and purchase terms which, upon acceptance by Floreo, will become a binding purchase commitment to the terms of this Agreement.
      11. “Service” means those Products and related services to be provided by Floreo as further described in the Purchase Order.
      12. “Subscription” means Subscriber’s right to use Floreo VR in accordance with and subject to the terms of this Agreement for the Subscription Period.
      13. “Subscription Period” is the period for the Subscription during which Floreo will bill and collect payment from Subscriber.
      14. “Terms and Conditions” means the Floreo Account User Terms and Conditions.
      15. “User” means each person who is authorized by Subscriber to access or use Floreo VR, directly or indirectly.
      16. “You” or “Your” includes Subscriber and all your authorized Users, employees, agents, contractors, clients and third parties accessing or using the Service through your organization.years after the termination of this Agreement.  
   2. Other Definitional Provisions
      1. Each term defined in this Agreement has its defined meaning when used in any other document associated with this Agreement unless the term is otherwise defined in that document. In that event, the term has the meaning that particular document assigns to it.
      2. References to “Sections,” “Exhibits,” “Addendums,” “Schedules” and “Attachments” are to Sections, Exhibits, Addendums, Schedules and Attachments of this Agreement, unless otherwise specifically provided.
      3. The words “including,” “includes,” and “include” are deemed to be followed by the words “without limitation”.
      4.  References to a person includes that person’s permitted successors and assigns and, in the case of any governmental person, the person succeeding to the relevant functions of that governmental person.
      5. All references to statutes and regulations include: (i) any past and future amendments of those statutes and related regulations; and (ii) any successor statutes and related regulations.
      6.  All references in this Agreement to “Dollars” or “$” refer to lawful currency of the United States of America.
2. No Medical Advice.  The Service does not offer medical advice. Any content provided or accessed through the Service, including but limited to information provided by Floreo’s staff in response to questions Your may submit by means of the Service, is for informational purposes only, and is not intended to cover all possible uses, directions, precautions, or adverse effects. This content should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Please consult Your doctor or other qualified health care provider if You have any questions about a medical condition, or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through the Service. Call 911 or Your doctor for all medical emergencies.   FLOREO IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU MAY OBTAIN THROUGH THE SERVICE.
3. Your Account and Your Use of the Floreo Service.
   1. You must provide accurate and complete registration information any time You register to use the Service. It is Your responsibility to provide Us with true, accurate and complete e-mail address, contact, and other information related to Your account(s), and to maintain and update promptly any changes in this information.
   2. You are responsible for maintaining the confidentiality and security of Your password and account, and You are fully responsible for all activities that occur under Your password or account. You agree to (a) immediately notify Floreo of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Floreo shall not be liable for any loss or damage arising from Your failure to comply with any of these terms and conditions.
   3. To protect Your confidential healthcare information, it is good practice to enable a touch ID, fingerprint ID or passcode on Your smartphone.
   4. The following actions are expressly prohibited in relation to Your user name and password:
   5. Sharing, disclosing, permitting access to or otherwise facilitating the use by any person of Your user name and password;
   6. Using the user name and password to cache the Service in such a manner as to be accessible by persons who have not registered with Floreo; or
   7. Using the user name and password to permit multiple persons access to the Service through a local or wide area network.
   8. If You have forgotten Your user name or password, the Service will use an email address provided by You to send Your user name or temporary password. You understand that others using the same email address will be able to gain access to Your account information, but only if they provide the correct answers to Your security questions.
   9. Your use of the Service and any content accessed through the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. You must be at least 18 years old to register and use the Service, or You must be the legal guardian for someone under age 18 whose data is accessed through the Service. You may not interfere with or disrupt the proper operation of the Floreo Service.
   10. If You use Floreo's mobile services to enter and maintain Your personal information, You understand that You are responsible for safeguarding and securing Your mobile device and the associated credentials (such as user identifiers and passwords). If You leave Your mobile device unattended, or if it is lost or stolen, You understand that Your personal information may be accessible to others.
4. Terms of Sale. 
   1. Terms and Conditions. By submitting a Purchase Order for the Service, You are agreeing to purchase products and services comprising the Service on and subject to the following terms and conditions. All Purchase  Orders are subject to availability of applicable equipment and supplies and confirmation of the Purchase price.
   2. Dispatch Times. Dispatch times may vary according to availability and subject to any delays resulting from courier delays or force majeure for which We will not be responsible.
   3. Trial Period.  If Subscriber is granted a trial of the Service, additional terms and conditions may be included for any such trial period. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding
      ANY DATA THAT SUBSCRIBER ENTERS INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR SUBSCRIBER, DURING SUBSCRIBER’S TRIAL WILL BE PERMANENTLY LOST UNLESS SUBSCRIBER PURCHASES A SUBSCRIPTION TO THE SERVICE, PURCHASES UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
   4. Purchase Order Processing.  In order to contract with Floreo You must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. If Your Purchase Order is accepted We will inform You by email and We will confirm Your Enrollment for the Service. When placing an Purchase Order You undertake that all details You provide to Us are true and accurate, that You are an authorized user of the credit or debit card used to place Your Purchase Order and that there are sufficient funds to cover the cost of the goods. All prices advertised are subject to such changes.
   5. Our Contract.  When You place a Purchase Order, You will receive an acknowledgement e-mail confirming receipt of Your Purchase Order: this email will only be an acknowledgement and will not constitute acceptance of Your Purchase Order. A contract between Us will not be formed until We send You confirmation by e-mail that Floreo® Equipment & Supplies have been dispatched to You. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed. You may cancel or termination Your enrollment for the Service at any time. Likewise, We may We cancel or terminate the Service, or Your enrollment for the Service, at any time.
   6. Pricing and Availability. While We try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If We discover an error in the price of the Service You have ordered We will inform You of this as soon as possible and give You the option of reconfirming Your Purchase Order at the correct price or cancelling it. If We are unable to contact You We will treat the Purchase Order as cancelled. If You cancel and You have already paid for the Service, You will receive a full refund.
   7. Term/Automatic Renewal.  This Agreement shall be in effect for entirety of the Subscription Period. After the initial Subscription term, all Subscriptions shall be renewed automatically for successive terms equal to the initial Subscription term unless either Party gives the other Party written notice of its intent not to renew the term at least thirty (30) days prior to the expiration of the then-current term.
   8. Fees.  You will pay to Floreo fees in connection with the Subscription or Service Plan selected by You to use the Service ("Subscription Fees"). Subscription Fees shall be as described and/or as selected by You in connection with purchase to use the Services. All Subscription Fees are due at the beginning of each subscription term as specified in the Service Plan and Floreo will charge the method of payment You provide in the amount of the Subscription Fees in connection with the Service Plan that You select. Subscription Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Floreo's net income. For any past due amount not rendered to Floreo, a late fee amounting to 5% of the total amount past due may be assessed. If any amount due from Subscriber to Floreo is overdue by thirty (30) days or more, Subscriber’s account shall be subject to immediate suspension until full payment, including any late fee(s), is made to Floreo.
5. Grant of License.  Subject to the terms and conditions of this Agreement, Floreo agrees to provide You with access to the Service. Floreo grants to You, as part of the Subscription, a non-exclusive, nontransferable limited license to use the Service subject to the terms of this Agreement. For enterprise customers, You may allow Your employees and contractors to use the Service solely Your benefit; provided, however, You remain responsible for any breach of this Agreement by any such employee and/or contractor, and provided further, that You may not allow any contractor that directly competes with Floreo to use the Service without Floreo’s prior written consent. You may not allow any other person, business, corporation, government organization or any other entity to use the Service, unless the Service Plan permits such usage.
6. Restriction on Use for Enterprise Customers.  This Section 6 applies if You are enrolling for the Service as an enterprise customer.
   1. Your use of the Service is restricted to Your own internal business operations. The Service may not be used by You, or allowed to be used by You, for the benefit of any other person or entity. Access to the Service is governed by the maximum number of authorized Learners for whom You have purchased Subscriptions.
   2. The Service proprietary to Floreo and protected by intellectual property rights. You are not entitled to (a) copy, or to a copy of, the Service in object code, source code or any other form; (b) use the Service to store or transmit malicious code, or infringing, tortious or otherwise unlawful materials; or (c) interfere with the business or operations of Floreo.
   3. You agree to only use the Service in compliance with all applicable laws, rules, and regulations, including without limitation, all applicable anti-corruption laws, employment laws, export laws, and privacy laws, including, without limitation, the Children’s Online Privacy Protection Act (COPPA); the Family Educational Rights and Privacy Act (FERPA); HIPAA, HITECH, and 42 CFR Part 2 (collectively HIPAA). In the event that Floreo is deemed to be a “Business Associate” under HIPAA, You agree to enter into a business associate agreement with Floreo.
   4. You may not use the Service if You are a direct competitor of Floreo. In addition, You may not access the Service for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
   5. To the extent that the Service may be used to reproduce, modify, publish and distribute materials, the Service is licensed to You only for reproduction, modification, publication and distribution of non-copyrighted materials, materials to which the Subscriber owns the copyright(s), or materials Subscriber is authorized or legally permitted to reproduce, modify, publish or distribute.
   6. Unless specifically authorized in writing in advance by Floreo, You may not rent, lease or timeshare the Service or provide subscription services for the Service or permit others to do so.
   7. Floreo may, at any time, audit Your proper use of the Service by accessing the Service through the Floreo servers to ensure compliance with the terms of this Agreement.
   8. You may choose to allow a third-party service provider (such as a Personal Health Record or PHR) to retrieve, provide, modify or otherwise use health and other information in Your account or otherwise share Your information with the service provider. Once You enable a specific third-party service provider to access Your account, the service provider may continue to access Your account until You affirmatively disable access. Third-party service providers include both health care providers and other entities. It is Your sole responsibility to review and approve each such third-party service before sharing Your information through or otherwise accessing it. USE OF THESE SERVICES AND RELIANCE ON THIS CONTENT IS SOLELY AT YOUR OWN RISK. FLOREO MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.
7. Right to Change Terms and Conditions.  Floreo may, at any time and from time to time, amend this Agreement. Any changes to this Agreement will be effective immediately upon posting of the changed terms and conditions on the Service. You agree to review these terms and conditions periodically, and use of the Service following any such change constitutes Your agreement to follow and be bound by this Agreement as amended.
8. Computer Equipment; Browser Access and Internet Services.  With the exception of the Floreo Equipment, You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, "Systems") necessary for You to access and use the Service. This responsibility includes, without limitation, Your utilizing up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are additionally responsible for obtaining Internet services via the Internet service provider of Your choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet, and You hereby expressly assume such risks. You acknowledge that You are responsible for the data security of the Systems used to access the Service, and for the transmission and receipt of information using such Systems. You acknowledge that You have requested access to the Service for Your convenience, have made Your own independent assessment of the adequacy of the Internet and Systems, and that You are satisfied with that assessment. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Your System.
9. Intellectual Property.
   1. The Service is owned by Floreo. We grant to You, for Your personal purposes only, a nonexclusive, limited and revocable right to access and use the Service during the term of this Agreement, so long as You comply with the terms of this Agreement. You agree not to use the Service for any other purpose, including commercial purposes outside of scope of the Service Plan, such as co-branding, framing, linking, or reselling any portion of the Service without Our prior written consent.
   2. All materials available through the Service may be accessed, downloaded or printed for the noncommercial purpose and solely within the scope allowable by this Agreement. No other use of these materials may be made without express written permission of Floreo. Any unauthorized use of the words or images from the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.
   3. The Service includes material that is derived in whole or in part from materials that are copyrighted, including the format and layout of the Service. The copyrights are owned by Floreo, or for licensed content, the content providers.
   4. None of the names, trademarks, service marks and logos of Floreo or third parties appearing on the Service may be used in any advertising or publicity, or otherwise to indicate Floreo's or such third party’s sponsorship of or affiliation with any product or service without express written permission of Floreo or such third party. Nothing contained within the Service should be construed as granting, by implication, estoppel, waiver or otherwise, any license or right of use to any trademark displayed on or through the Service without the written permission of Floreo or the third party owner of the trademark, if any. The Service may contain other proprietary notices and copyright information, the terms of which must be observed and followed by You.
10. Support and Training. 
    1. Tech Support. Floreo shall provide standard technical support services to Subscriber in accordance with the terms of this Agreement. The cost of maintenance and support services is included in the Subscription price. Additional support and development services may be available on a case-by-case basis. The terms for such additional services shall be mutually agreed upon and specified in a separate written agreement.
    2. Screening and Safety Protocols. Floreo will provide You with health screening criteria, and You agree to use reasonable efforts to screen Learners based on these criteria. Floreo will also provide pre and post session safety guidelines, and You will use reasonable efforts to follow these procedures.
11. Updates and Upgrades.  Floreo may from time to time conduct updates and upgrades to the Service, which may temporarily affect its use. Floreo will, to the extent possible and commercially reasonable, provide prior notice of such updates and upgrades to Subscriber and conduct such updates and upgrades outside of regular business hours.
12. Data Collection and Use.  Floreo may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about User’s devices, computer, system and application software, and peripherals, that is gathered periodically to improve Floreo’s products and services, facilitate the provision of software updates, product support and other services (if any) related to the Service, and to verify compliance with the terms of this Agreement.
    1. Protection of Your Data.  Floreo will use commercially reasonable efforts to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber’s data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Subscriber’s data.  
    2. Location Data.  Floreo may provide certain Service that relies upon location information. To provide and improve these services, where available, Floreo may transmit, collect, maintain, process and use User’s location data. The location data and queries collected by Floreo are collected in a form that does not personally identify any User and may be used by Floreo to provide and improve location-based products and services. By using any location-based Services provided by or through the Products, Subscriber agrees and consents to Floreo's transmission, collection, maintenance, processing and use of location data and queries to improve such products and services. Subscriber may withdraw this consent at any time by turning off location based services on Subscriber’s device(s).
       1. HIPAA Compliance.  When Floreo is acting as a covered entity or business associate under the Health Insurance Portability and Accountability Act (HIPAA), Our Notice of Privacy Practices apply to those services.
       2. Additional Requirements.  Any additional requirements that govern the relationship between Floreo and Subscriber, including those resulting from state laws or regulations, shall be recognized, if at all, in an additional Addendum to this Agreement.
       3. Marketing Activities.  Subscriber agrees that Floreo may from time to time identify Subscriber (with its name, logo and/or trademark) as a Floreo Subscriber on its websites, sales and marketing materials or press releases.
13. Research.  Floreo is committed clinically designed and evidenced-based content development and considers furthering that science one of its core objectives. To that end, Floreo may, from time to time, without Subscriber’s further consent, use common scientific research practices to help individual organizations or the entire Floreo Subscriber base make better Service delivery decisions. Any research activities will be conducted by Floreo using industry standard technical safeguards to assure that all data is anonymous and completely “scrubbed” of any personally identifying information. Further, Floreo may periodically publish or present findings that are likely to advance the scientific literature. Any such activities will occur while protecting anonymity and confidentiality.
    1. Opt Out.  Any Subscriber may choose to opt out of Floreo research projects without any effect to that Subscriber’s Subscription to, or use of, the Service. However, Floreo reserves the right to withhold any information about, or conclusions drawn from, research projects to those Subscribers who do not participate. 
14. Beta Services.  From time to time, Floreo may invite Subscribers to try additions or modifications to the Service as beta trials at no charge. Subscribers may accept or decline any such beta trials. Beta trials are for evaluation purposes and not for production use, are not considered part of the Service under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any beta trial periods will expire upon the earlier of one year from the trial start date or the date that a version of the beta trials becomes generally available as an addition or modification to the Service. Floreo may discontinue beta trials at any time at its sole discretion and may never make them generally available. Floreo will have no liability for any harm or damage arising out of or in connection with a beta trials.
15. Treatment Decisions and Outcomes.  Any health or treatment information displayed in the Service is provided for general informational purposes only and is not intended to be relied upon as, or a substitute for, medical advice. Subscriber is solely responsible for the health or treatment decisions made in conjunction with use of the Service and any consequences resulting therefrom. Floreo does not guarantee the accuracy, completeness, or timeliness of health or treatment information appearing within the Service or that desired results will be obtained.
16. Proprietary Rights and Protection Thereof.  The Service is licensed as a subscription, not sold, by Floreo to Subscriber, and nothing in this Agreement will be interpreted or construed as a sale or purchase of the Service. Floreo and Subscriber acknowledge and agree that, as between Floreo and Subscriber, Floreo owns and will own all rights, title, and interest, including all intellectual property rights therein and thereto, in and to the Service, the Products and the Documentation, and no title to any rights is transferred to Subscriber. The use by Subscriber of any rights is authorized only for the purposes set forth herein and, upon termination of this Agreement for any reason, such authorization will cease. Subscriber will not have any rights in or to the Service except as expressly granted in this Agreement. Floreo reserves to itself all rights to the Service not expressly granted to Subscriber under this Agreement.
    1. Independent Contractors.  Floreo and Subscriber are independent contractors, and nothing contained in this Agreement shall be construed to constitute Floreo and Subscriber as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
    2. No Other Rights.  Subscriber may not, directly or through any person or entity, in any form or manner, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or object code from the Service, except as explicitly permitted under this Agreement or expressly permitted by applicable law.
    3. Proprietary Notices.  Subscriber will ensure that all copies or partial copies of the Products will display copyright and other proprietary notices to protect Floreo’s underlying ownership rights in the same manner that Floreo displays such notices in the Service or in any manner reasonably requested by Floreo. Subscriber will not, nor will it permit others to, remove, alter, cover, or obscure any such notices from any component of the Service.
    4. Comments and Suggestions.  Should Subscriber provide Floreo with comments or suggestions for the modification, correction, improvement or enhancement of any part of the Service, Subscriber grants to Floreo a non-exclusive, irrevocable, worldwide, royalty-free license, with the right to sublicense, the rights to use and disclose such comments and suggestions in any manner Floreo chooses, without reference to the source.
17. Subscriber Data.  Floreo acknowledges that all Subscriber data belongs to Subscriber and that, other than specifically provided herein, Floreo acquires no rights, title or interest thereto. Floreo shall maintain commercially reasonable safeguards for the protection and security of Subscriber data. Other than as specifically permitted by Subscriber in writing, Floreo shall not: (a) modify the Subscriber data; or (b) disclose the Subscriber data unless compelled by law.
18. Links to Other Data.  The Service may contain third party-owned content (e.g., articles, data feeds, abstracts, etc.) and may also include hypertext links to third party-owned web sites. We provide such third party content and links as a courtesy to Ourusers. We have no control over any third party- owned web sites or content referenced, accessed by or available through the Service and, therefore, We do not endorse, sponsor, recommend or otherwise accept any responsibility for such third party web sites or content or for the availability of such web sites. IN PARTICULAR, WE DO NOT ACCEPT ANY LIABILITY ARISING OUT OF ANY ALLEGATION THAT ANY THIRD PARTY- OWNED CONTENT (WHETHER PUBLISHED ON THE SERVICE, OR ANY OTHER, WEB SITE) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ANY LIABILITY ARISING OUT OF ANY INFORMATION OR OPINION CONTAINED ON SUCH THIRD PARTY WEB SITE OR CONTENT. If You link to third party sites from Floreo, You should consult the policy statements of each site You visit.
19. Floreo Infringement Indemnification.  Floreo agrees, at its own expense, to defend, or, at its option, to settle, any claim or action brought against Subscriber on the issue of infringement of any copyright, trade secret, or U.S., or Canadian patent by the Service used or distributed within the terms of this Agreement, and to indemnify Subscriber against any and all damages and costs, including legal fees, that a court awards against Subscriber under any such claim or action; provided that Subscriber provides Floreo with (a) prompt written notice of such claim or action, (b) sole control and authority over the defense or settlement of such claim or action, and (c) proper and full information and reasonable assistance to defend and settle any such claim or action.
    1. Injunctions.  In the event that use of the Service is, or in Floreo’s sole opinion is likely to be, enjoined due to the type of infringement described above, Floreo, at its option and expense, may either (a) modify the Service so that they become non-infringing, (b) replace the Service with functionally equivalent non-infringing Software reasonably acceptable to Subscriber or, if the foregoing alternatives are not reasonably available to Floreo, (c) terminate this Agreement and accept return of the Service and refund a prorated portion of the Subscription Fee.
    2. Exceptions.  Notwithstanding the other provisions of Section 18, Floreo will have no liability to the extent that any such claim would have been avoided but for (a) use of the Service with any other products not provided by Floreo or (b) modification of the Service after delivery by Floreo.
    3. Limitation.  THE FOREGOING PROVISIONS OF THIS SECTION 18 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF FLOREO AND THE SOLE AND EXCLUSIVE REMEDY OF SUBSCRIBER WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY FLOREO OR ITS REPRODUCTION, DISTRIBUTION OR USE.
20. Warranty & Disclaimer.
    1. Limited Warranty. During the term of the Subscription, Floreo warrants that the Service will operate in substantial conformance with the then-current Floreo published specifications under normal use. Floreo shall use commercially reasonable efforts to remedy any significant non-conformance reported to Floreo that Floreo can reasonably identify and confirm. This paragraph sets forth Subscriber’s sole and exclusive remedy and Floreo’s entire liability for any breach of warranty or other duty related to the Service. Any unauthorized modification to the Service, tampering with the Products, use inconsistent with the Service’s primary purpose, or related breach of this Agreement shall void the aforementioned warranty.
    2. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.  THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. FLOREO, ITS CLIENTS AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE INFORMATION, SERVICES AND MATERIALS CONTAINED ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. ACCESS TO THE SERVICE MAY BE INTERRUPTED AND INFORMATION, SERVICES AND MATERIALS MAY NOT BE ERROR-FREE. NONE OF FLOREO, ITS CLIENTS, ITS SUPPLIERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE OR THE INFORMATION, SERVICES AND MATERIALS CONTAINED THEREIN ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, SERVICES AND MATERIALS PROVIDED ON THE SERVICE; THEY ALSO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICE, OR YOUR INABILITY TO USE THE SERVICE FOR ANY REASON. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
21. Indemnification of Floreo.  You agree to indemnify, defend and hold harmless Floreo, its clients and its suppliers and their respective affiliates, employees, officers, directors, agents, servants and representatives of each from any liability, loss, claim, suit, damage, and expense (including reasonable attorneys' fees and expenses) related to (i) Your violation of this Agreement and (ii) Your use of the Service, and (iii) Your posting of material to the Service.
22. Covenants.
    1. Further Assurances.  In connection with this Agreement and the transactions contemplated herein, each Party shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.
    2. Cooperation.  Each Party will take all necessary or desirable further action to carry out and effectuate the full purpose and intent of this Agreement.
23. Termination.
    1. Termination.  Unless otherwise indicated in the Purchase Order, either Party shall be free to terminate this Agreement for any reason or no reason upon five (5) business days prior Notice to the other Party.
    2. Date in Notice.  A termination date shall be included as part of the Notice.
    3. Effective Date.  In the event that no termination date is provided in the Notice, the effective termination date shall be the first day of the first full month after the month in which the written notice was given.
    4. Payment Due at Termination.  Subscriber shall, on or before the termination date, furnish to Floreo all outstanding payments due to Floreo. 
    5. Forfeiture of Discount Pricing.  Any discounts given for full Subscription Periods will be forfeited if Subscriber terminates this Agreement before the end of the Subscription Period.
    6. Accrued Rights.  Termination shall not affect any rights previously accrued, including with respect to outstanding payments due from Subscriber.
    7. Client Accounts.  Subscriber shall retain rights to Subscriber client accounts and records, even after termination. Floreo shall maintain such records for a period in accordance with relevant federal and state laws and regulations and provide read-only access to Subscriber’s data for at least that same period of time.  
    8. Termination for Cause.  Other provisions of Article 21 notwithstanding, either Party shall have the right to terminate for cause at any time if the other Party: (1) fails to perform any duties or obligations within the time specified herein or any written extension thereof granted by the other Party; (2) so fails to make progress as to endanger performance of this Agreement in accordance with its terms; (3) fails to comply with any of the material terms and conditions of this Agreement; (4) is declared insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a receiver is appointed or any proceeding is demanded by, for or against the other under any provision of the Federal Bankruptcy Act or any amendment thereof; or (5) acts in bad faith or in any way that might endanger the business relationships or business reputation of the terminating Party. 
24. General Provisions.
    1. Notices.  Notices given with respect to this Agreement shall be in a writing sent to Floreo.
       1. Notice by Email.  Notice by email will be considered given one business day after transmission if confirmation of transmission can be established.
    2. Mutual Confidentiality.  It is understood that each Party will likely receive confidential, proprietary and/or sensitive information (“Confidential Information”) from the other in conjunction with providing the services contemplated by this Agreement. Each Party shall consider any information received from the other Party, whether written or verbal, as Confidential Information unless such information shall clearly and explicitly be designated otherwise.
       1. 1. No Other Purpose.  Subscriber and Floreo each agree not to use any Confidential Information disclosed to it by the other Party for its own use or for any purpose other than those contemplated by this Agreement.
          2. Required Parties.  Neither Party shall disclose or permit disclosure of any Confidential Information of the other Party to third parties or to employees of the Party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information for support of the purposes of this Agreement.
          3. Limitation on Disclosure.  Each Party shall limit disclosure of the other Party’s Confidential Information to those of its directors, officers, employees, consultants and agents who are subject to obligations of secrecy and limited use no less stringent than those set forth in this Agreement.
          4. Degree of Care.  Each Party shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include, but not be limited to, the highest degree of care that the receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care.
    3. Non-Solicitation.
       1. Agents and Employees.  Neither Floreo nor Subscriber shall solicit any agent, representative, consultant, contractor or employee from the other Party for any business that competes with the other Party during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.  
       2. Clients.  Neither Floreo nor Subscriber shall solicit any clients or Subscribers from the other Party for any business that competes with the other Party during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.  
    4. Non-Disclosure.  In appreciation of the unique nature of the relationship between Floreo and Subscriber, both Parties agree to keep the details of this Agreement and the terms herein, including but not limited to pricing and added consideration, confidential and refrain from disclosing the same to any third party without express consent from the other Party, provided however, that Floreo may make this Agreement form, or any similar form, generally available to Floreo’s actual or prospective subscribers and any other persons considering entering into a business relationship with Floreo.   
    5. Successors; Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the respective parties, their successors, permitted assigns, heirs, legatees, executors, administrators and legal representatives (“Successors”) and any Successor shall be deemed a Party to this Agreement upon such Successor’s receipt of any interest in this Agreement.  Whenever a Party is referred to in this Agreement, such reference shall include reference to such Party’s Successors.
    6. Subscriber Indemnification.  Subscriber agrees to indemnify, hold harmless, and defend, Floreo and Floreo’s employees, officers, directors, members, managers, affiliates and subsidiaries (collectively, the “Floreo Parties”) from and against any and all liabilities, losses and/or claims, including without limitation reasonable attorney fees, that arise out of, result from, or are connected in any way with: (i) Subscriber’s breach of this Agreement; and/or (ii) Subscriber’s negligence, recklessness, or willful misconduct.
    7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLOREO OR ANY OF THE OTHER FLOREO PARTIES OR ANY OF THE FLOREO PARTIES’ RESPECTIVE AFFILIATES BE LIABLE FOR: ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS; ANY THIRD PARTY CLAIMS; OR ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE BY SUBSCRIBER TO FLOREO FOR THE SUBSCRIPTION GIVING RISE TO THE LEGAL CLAIM(S) DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LEGAL CLAIM(S). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF ANY OF THE FOREGOING DAMAGES. 
    8. Force Majeure.  Either Floreo or Subscriber  shall be excused from performance and shall not be in default in respect of any obligation hereunder to the extent that the failure to perform such obligation is due to any circumstance not within the reasonable control of the Party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence and the observance of reasonable care, cannot be, or be caused to be, prevented, avoided or removed by such Party, and (ii) such circumstances materially and adversely affects the ability of Party to perform its obligations under this Agreement, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the Party’s ability to perform its obligations under this Agreement and to mitigate the consequences thereof.
    9. Entire Agreement.  This Agreement represents the entire agreement between the Parties regarding the subject matter hereof.
       1. Prior Agreements.  This Agreement supersedes in all respects any and all prior oral or written negotiations, discussions, commitments, representations, agreements and other understandings between the parties with respect to the subject matter of this Agreement, and all such prior understandings are merged herein. 
       2. Modification.  This Agreement cannot be modified or terminated, nor may any of its provisions be waived, except as specifically provided in this Agreement or by a written instrument signed by the Party(s) against whom enforcement is sought.
       3. Terms in Purchase Orders.  No term or condition of any Subscriber purchase order shall be binding upon Floreo.
    10. Amendment.  This Agreement may only be amended if such amendment is in writing and signed by both Parties.
    11. Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement.
    12. Non-Waiver.  The waiver, express or implied, by either of the Parties of any right or any failure to perform or breach by the other Party, shall not constitute or be deemed as a waiver of any other right or any other failure to perform or breach by the other Party, whether of a similar or dissimilar nature.  
    13. Captions.  Headings and titles contained in this Agreement have been inserted for reference purposes only and shall not be considered part of this Agreement in construing this Agreement.
    14. Construction.  The language in all parts of this Agreement shall be in all cases construed according to its fair meaning, and not strictly for or against any Party.
    15. Assignment.  Any assignment of this Agreement is void.
    16. Governing Law.  This Agreement and the resolution of any and all disputes related to this Agreement shall be construed in accordance with the laws of the State of Delaware. Any dispute between Floreo and You related to this Agreement shall be resolved exclusively by the state and federal courts of the State of Delaware. 
        The Service can be accessed from the United States and other countries worldwide. Since the laws of each State or country may differ, You agree that the statutes and laws of the State of Delaware, without regard to any principles of conflicts of law, will apply to any and all matters relating to the use of the Service.
    17. Arbitration.  Notwithstanding anything in this Agreement to the contrary, to the fullest extent permitted by applicable law, Floreo may, in Floreo’s sole discretion, by notifying Subscriber of the same in writing, require that any dispute between Floreo and Subscriber arising out of or in any way connected with this Agreement, be finally settled and resolved through binding arbitration conducted in Atlanta, GA in accordance with Georgia law and the then existing Commercial Rules of the American Arbitration Association or the Center for Alternative Dispute Resolution, with judgment upon any award may be entered by the courts of the District of Columbia and the United States District Court for the Northern District of Georgia located in the District of Columbia.
    18. Electronic Signatures.  This Agreement may be executed by Subscriber’s clicking an icon or button or by checking a box on the Floreo web portal, by electronic signatures, or by signatures transmitted by email, facsimile, or other electronic means, with the effect being that this Agreement shall be binding on all Parties to the same extent as an agreement with manual signatures. 
    19. General Legal Terms.  
        1. If You have not signed a separate written agreement with Floreo related to the Service, this Agreement is the entire agreement between You and Floreo related to the Service, replacing any prior agreements. If there is any conflict between this Agreement and a signed written agreement between You and Floreo related to the Service, this Agreement will control. 
        2. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of the Agreement remain in full force, provided that the essential terms and conditions of this Agreement remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by the Agreement are materially preserved..
        3. The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations.
        4. Nothing in this agreement creates an agency, partnership, or joint venture. Failure to enforce any provision will not constitute a waiver of that provision.
    20. Contact Information. Floreo, Inc. is headquartered in Washington, D.C. in the United States of America.