TERMS OF SERVICEThese Ablon Group Terms of Service (the “Terms” or “Agreement”) apply to and are incorporated by reference into the Order Form(s) (defined below) made by and between Ablong Group, LLC, (“Provider”) and the Customer identified in the Order Form(s). Each person accepting and/or executing these Terms represents and warrants that he or she has the power and authority to accept and bind Customer to these Terms.Services, Use, Conduct and Suspension1.1 Services. Provider has developed and is in the business of a startup studio developing many applications such as, but not limited to software-as-a-service platform and other downloadable software products, and related support and training services (collectively, the “Services”). Provider shall provide the Services and other services as described in this Agreement and/or set forth in the relevant duly executed order form(s) under this Agreement (hereinafter “Order Form(s)”). Subject to continued compliance with the terms of this Agreement, including full payment of applicable fees, Provider grants to Customer a limited, non-exclusive, non-transferable, worldwide right to access and use, and permit Authorized Users to access and use, the Services solely for internal business purposes in accordance with any documentation provided by Provider under the terms and conditions of this Agreement during the Term. “Authorized User(s)” or “User(s)” means individual employees and independent contractors of Customer who have a need, and are authorized by Customer, to use the Services. Neither Party will have any obligation with respect to any draft Order Form unless and until it is executed by both Parties. Except as otherwise provided herein, if any terms and/or conditions of this Agreement conflict with any terms and/or conditions of any Order Form, the terms and conditions set forth in the Order Form will control. Customer acknowledges and agrees that the Services provided by Provider are not exclusive to Customer and that Provider may provide such Services to other entities. While Provider uses reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. Customer understands and agrees that there may be interruptions to the Services and/or access to Customer’s account in the Services due to circumstances both within Provider’s control (such as, routine maintenance) and outside of Provider’s control. In addition, Provider expressly reserves the exclusive right to, without prior notice, at any time and from time to time (i) offer new, additional, substitute, modified or amended services, provided that any such new, additional, substitute, modified or amended services do not materially degrade Customer’s use of the Services, and (ii) discontinue offering all or any particular Services. In the event Provider discontinues offering all or any particular Services, Provider shall provide Customer with a pro-rata refund for any prepaid but unused Services as Customer’s sole and exclusive remedy therefor.1.2 Use of the Services. Customer is solely responsible for obtaining, maintaining, installing and supporting all ‘Internet’ access, computer hardware, software, telecommunications capabilities and other equipment and services (specifically including responsibility for providing appropriate personal computers and mobile devices) needed for it and its Authorized Users to access and/or use the Services. Customer shall ensure that its network and systems comply with the relevant specifications provided by Provider from time to time and shall provide Provider with information as may be required by Provider in order to provide the Services. To the extent any of the Services include downloadable software modules, Provider will not be responsible for any compatibility of such Services with any other software or system.1.3 Permitted Use.1.3.1 Customer acknowledges and agrees it will abide by Provider’s Privacy Policy, as may be changed from time to time by Provider in its sole and absolute discretion, and which such then-current version shall be incorporated herein by reference.1.3.2 The right to access and/or use the Services is on a per-User basis and therefore Provider will associate a unique identifier with each individual that has the right to access and/or use the Services and such unique identifier cannot be transferred or re-assigned to other individuals. The number of individuals under Customer’s account that can access and/or use the Services shall be set forth in the applicable Order Form. Customer may permit no more than the specified number of individual Users indicated in the applicable Order Form to access and/or use such Services, and will determine the access controls for its Users. Customer represents and warrants that its Users of the Services will abide by the terms and conditions of this Agreement and Order Forms and Customer acknowledges and agrees that it shall be fully liable for any User’s breach of the terms and conditions set forth in this Agreement and/or any Order Form.1.3.3 The period of time the Customer may access and/or use the Services shall be set forth in the applicable Order Form (“Subscription Period”).1.3.4 Customer is responsible for the management and administration of any email addresses, logons and IDs (and any associated passwords and access privileges) to or for the use of the Services (collectively, “Identifiers”), in accordance with this Agreement and the Order Form and subject to the approval of Provider. Customer shall strictly maintain the confidentiality of all Identifiers, and Customer is solely responsible and liable for all transactions, activities, and other consequences resulting from the use and/or disclosure of such Identifiers. Customer shall promptly report to Ablon Group any breach of confidentiality with respect to such Identifiers. Customer agrees to maintain the accuracy and completeness of information provided to Provider, and agrees to provide any changes to Provider within ten (10) days after such change.1.3.5 In no event shall Customer allow the Services to be accessed and/or used by parties other than Customer and its Authorized Users. Customer agrees to use commercially reasonable efforts to prevent unauthorized access to, and/or use of the Services, and notify Provider promptly of any such unauthorized access to and/or use of the Services. Provider reserves the right to refuse use and/or access to such Services by any individual party other than Customer and its Authorized Users.1.4 Prohibited Conduct. Except as expressly permitted hereunder, Customer shall not, directly or indirectly, without the express, prior written consent of Provider (i) use or permit the use of, reproduce and/or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, lease, and/or transfer the Services and/or any portion thereof, and/or any of Customer’s rights thereto, (ii) merge any Services or any portion thereof with any other program and/or materials, (iii) reverse engineer, decompile, disassemble, extract, and/or otherwise derive and/or attempt to derive the source code of any Services and/or any other compiled software provided or made available by Provider hereunder, (iv) adapt, translate, localize, port, or otherwise modify any Services and/or any other compiled software provided or made available by Provider hereunder, (v) remove, obliterate, and/or cancel from view any copyright, trademark, and/or other proprietary and/or confidentiality notice and/or legend appearing on and/or in any materials provided or made available by Provider hereunder, and/or fail to reproduce any such notice and/or legend on any copy made of any such materials, (vi) take any action that materially interrupts and/or interferes with, or that might reasonably have been expected to materially interrupt and/or interfere with, the Services, Provider’s business operations and/or other clients, (vii) copy or imitate part or all of the design, layout and/or look and feel of the Services in any form or media and/or (viii) permit any other user, person and/or entity to engage in any of the foregoing conduct. In addition, Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (ii) facilitates illegal activity, and/or (iii) causes damage or injury to any person or property. “Virus” shall mean any thing or device (including without limitation any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise) and/or adversely affect the User experience, including worms, ‘Trojan’ horses, viruses and other similar things or devices.1.5 Suspension of Services. Notwithstanding anything herein to the contrary, Provider reserves the right, without liability to the Customer, to disable or suspend the Customer’s access to the Services in the event (a) of any breach or anticipated breach of this Agreement and/or any Order Form, (b) Customer and/or its Users’ access to and/or use of the Services disrupts or poses a security risk to the Services and/or any other client, which may harm Provider’s systems and/or any provider of any third-party services and/or may subject Provider and/or any third-party to liability, (c) Customer and/or its Authorized Users are using the Services for fraudulent or illegal activities, and/or (d) Provider’s continued provision of any of the Services to the Customer and/or its Users is prohibited by applicable law.1.6 Third-Party Providers. Customer acknowledges and agrees that Provider utilizes third-party service providers to host and provide the Services and store Customer Content and the protection of such data will be in accordance with such third party’s safeguards for the protection of the security, confidentiality, and integrity of Customer’s data. Customer agrees that Provider may use third party service providers to provide the Services described herein and shall have no liability related thereto.1.7 Errors, Inaccuracies, Omissions & Performance. Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, information, and data. Provider reserves the right to (i) correct any errors, inaccuracies, and/or omission and/or (ii) make changes to content, descriptions, service and/or other information without obligation to issue any notice of such changes, except as prohibited by law.1.8 Maintenance and Support. During the Term or as otherwise specified in the applicable Order Form, Provider will make available to the Customer updates, patches and bug fixes with respect to the Services as may, from time to time, be developed and made generally available by Provider to all its customers. Customer may receive electronic support services during Provider’s normal business hours.Customer Content2.1 Customer Content. For purposes of this Agreement, “Customer Content” means any elements of text, information, graphics, images, photos, designs, artwork, logos, trademarks, service marks, and other materials and/or content which Customer provides in connection with any Services. Customer is responsible for providing all Customer Content, criteria, and/or information and is responsible for the accuracy, quality, integrity and legality of such data and of the means by which Authorized Users access and use the Customer Content. Customer hereby grants Provider a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content; and that Customer has all rights necessary for Provider to use the Customer Content in connection with the Services. Customer and its licensors retain title, all ownership rights, and all IP (as defined in Article 7), in and to the Customer Content and reserve all rights not expressly granted to Provider hereunder. Provider is not responsible for any unauthorized access to, alteration of, and/or the deletion, destruction, damage, loss and/or failure to store any of, Customer Content. Customer is responsible for taking appropriate steps to maintain security, protection and backup of any and all Customer Content.2.2 Indemnification by Customer. Customer shall indemnify, defend and hold Provider and its officers, associates, employees, contractors and agents harmless from and against any and all liabilities, losses, costs, damages, demands and expenses, including reasonable attorney fees, arising out of and/or relating to any claim (“Claim”) that the provision and/or utilization of any Customer Content or any portion thereof constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party and/or Customer’s acts and/or omissions. Provider shall provide notice to Customer of any Claim immediately upon becoming aware of the same and may reasonably participate in such defense, at its sole expense.Fees3.1 Fees and Payment Terms. In consideration of the provision of the Services described herein and/or in any Order Form, Customer agrees to pay Provider the fees set forth in the duly executed Order Form, which may include without limitation fees related to the Services for the Subscription Period identified therein and/or training and support. All fees due and payable by the Customer to Provider hereunder must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. The fees reflected in such Order Form shall be in U.S. dollars. Reasonable travel and out-of-pocket expenses are not included in the fees set forth in the relevant Order Form(s) and will be invoiced separately if necessary. Provider will provide Customer with an invoice for fees that become due hereunder. Unless otherwise set forth herein and/or in an Order Form, each invoice shall be due and payable by Customer within thirty (30) calendar days after Customer’s receipt of such invoice.3.2 Taxes. Customer fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind (excluding taxes based on Provider's income, property and employees). Customer will be responsible for paying any and all such taxes, which will be added to Provider’s invoice at the prevailing rate.3.3 ACH Payment. If Customer expressly directs Provider to do so in writing, Provider will deduct all fees from a payment account designed by Customer. Customer authorizes Provider and/or its third-party service provider to automatically charge the payment account for the fees in advance or as otherwise agreed to by the Parties in writing. If Customer’s payment account on file is closed or the account information is changed, or if, for any reason, a charge is rejected by Customer’s payment account, Customer shall immediately update Customer’s payment account or supply a new payment account, as appropriate. If Customer is unable to update its payment account with appropriate information, then Provider will send an invoice to Customer detailing the amount due. Customer must pay the amount due in full within seven (7) days after the date of the invoice. Upon Provider’s request, Customer agrees to promptly complete and submit a credit card authorization and/or