HDS COMPANIES, LLC (“HDS”)
GENERAL TERMS AND CONDITIONS OF USE OF HDS ALLITA

BY CLICKING “I AGREE,”, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE.

This is a legal agreement (the “Agreement”) between you (either an individual or a single entity) and HDS and governs your access to and use of the HDS Allita websites, any HDS Allita hardware, software, or any other product available to you through the HDS Allita website, HDS Allita website portal, or HDS Allita application, collectively referred to in this Agreement as the “HDS ALLITA PRODUCT.” By way of clarification, the HDS ALLITA PRODUCT does not include any content, including data, that may be owned by you or a third party. Further, to the extent you have a separate license agreement with HDS to access and use the HDS ALLITA PRODUCT and there is a conflict between this Agreement and your separate license agreement with HDS, the terms and conditions of the separate license agreement with HDS shall control.

1. YOUR RIGHT TO USE THE HDS ALLITA PRODUCT.
           The HDS ALLITA PRODUCT is not sold and is only available to persons who have accessed HDS’s website or have been granted permission to access the restricted HDS website or the restricted HDS website portal by HDS. You may access and use the HDS ALLITA PRODUCT on your computer or other device subject to the terms and conditions of this Agreement. Your use of the HDS ALLITA PRODUCT is limited to legitimate business activities. Your use of any HDS ALLITA PRODUCT that is accessed with a username and password is granted only with HDS’s knowledge and permission. HDS does not grant you any other right to access or use the HDS ALLITA PRODUCT except as specifically provided for in this Agreement.
   
           Your HDS issued username and password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand and agree that you are responsible for all use of your username and password. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, you must notify HDS and change your password immediately. You remain liable for any damages resulting to HDS from the improper or unauthorized use of your username and password.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
   
   
   • (a) Maintenance of Copyright Notices. You must not remove or alter any copyright notices on the HDS ALLITA PRODUCT.
   • (b) Distribution. You may not distribute copies of or otherwise permit access to the HDS ALLITA PRODUCT to anyone for any reason without HDS’s written consent.
   • (c) Prohibition on Copying, Modifying, Reverse Engineering, Decompilation, and Disassembly. You may not copy, modify, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive or alter any source code of the HDS ALLITA PRODUCT or any underlying software, except in relation to your permitted use of the HDS ALLITA PRODUCT under this Agreement. You may not use the HDS ALLITA PRODUCT in a way that could be competitive with any product or service provided by HDS without HDS’s prior knowledge and express written permission.
   • (d) Ownership of Content Uploads. The HDS ALLITA PRODUCT may provide functionality that allows you to upload content that may include information, text, data, images, audio, video, and any other content (“Your Content”) and may permit the public posting, viewing, and sharing of Your Content with others. You retain ownership to Your Content that you submit for inclusion into the HDS ALLITA PRODUCT. However, by submitting Your Content, you hereby grant HDS and its affiliates a transferable, non-exclusive, worldwide perpetual and royalty-free right and license to use Your Content or any portion thereof for the purposes for which it is intended and subject to the terms of a separate license agreement. You represent and warrant that you have the lawful right to distribute and reproduce Your Content, and Your Content does not infringe the copyright, trademark, other intellectual property rights, or any other rights of any third party.
   • (e) Rental. You may not rent, lease, or lend the HDS ALLITA PRODUCT.
   • (f) Support Services. HDS may, but is not obligated to, provide you with support services related to the HDS ALLITA PRODUCT (”Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the HDS ALLITA PRODUCT and, as such, is subject to the terms and conditions of this Agreement.
   • (g) Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the HDS ALLITA PRODUCT.


3. SERVICE LIMITATIONS AND MODIFICATIONS.
           HDS may, but has no obligation to, update, modify or replace the HDS ALLITA PRODUCT from time to time. HDS will make reasonable efforts to keep the HDS ALLITA PRODUCT operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, HDS reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the HDS ALLITA PRODUCT, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the HDS ALLITA PRODUCT or any function or feature thereof. You understand, agree, and accept that HDS has no obligation to maintain, support, upgrade, or update the HDS ALLITA PRODUCT, or to provide all or any specific content through the HDS ALLITA PRODUCT unless required under the terms of a separate license agreement.


4. TERMINATION.
           HDS may discontinue access to the HDS ALLITA PRODUCT at any time and for any reason. HDS may terminate this Agreement at any time and for any reason. Without prejudice to any other rights, HDS may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In the event of termination of this Agreement, you must immediately discontinue use of the HDS ALLITA PRODUCT and destroy all copies of the HDS ALLITA PRODUCT, including any downloaded or printed materials, in your possession.


5. OWNERSHIP AND COPYRIGHT
           The HDS ALLITA PRODUCT is protected by copyright laws of the United State and Florida and international copyright treaties, as well as other intellectual property laws and treaties. No provision of this Agreement conveys any ownership interest to you in or to the HDS ALLITA PRODUCT. All title, including but not limited to copyrights, in and to the HDS ALLITA PRODUCT and any copies thereof are owned by HDS. The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the “Trademarks”) used and displayed on the HDS ALLITA PRODUCT are registered and unregistered trademarks, service marks, and/or trade dress of HDS and its affiliates, licensors, and collaborators, and you may not copy, imitate,or use the Trademarks, in whole or in part, for any purpose. All title and intellectual property rights in and to the content which may be accessed through use of the HDS ALLITA PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. All rights not expressly granted are reserved by HDS.


6. NO WARRANTIES.
           HDS EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE HDS ALLITA PRODUCT. THE HDS ALLITA PRODUCT IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, CURRENCY, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHERWISE. HDS DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE HDS ALLITA PRODUCT. HDS MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. HDS FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS OR TO ANY THIRD PARTY.


7. LIMITATION OF HDS’S LIABILITY.
           In no event shall HDS, or its affiliates be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of your use of or inability to use the HDS ALLITA PRODUCT, even if HDS or its subsidiaries has been advised of the possibility of such damages. In no event will HDS or its affiliates be liable for loss of data or for indirect, special, incidental, consequential (including lost profits), or other damages based in contract, tort, or otherwise.
           HDS and its affiliates shall have no liability with respect to the content of the HDS ALLITA PRODUCT or any part thereof, including, but not limited to, errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights, or the disclosure of confidential information.


8. INDEMNIFICATION.
           You agree to defend, indemnify and hold harmless HDS and its affiliates, licensors, and collaborators, and any of their respective officers, directors, employees, subcontractors, agents, successors, assigns, affiliates or subsidiaries, from and against any and all claims, causes of action, lawsuits, liabilities, proceedings, losses, damages, costs and expenses (including reasonable legal and accounting fees) arising out of, connected with or resulting in any way from (a) your violation of this Agreement or any applicable law related to your use of the HDS ALLITA PRODUCT; (b) your negligence or willful misconduct related to your use of the HDS ALLITA PRODUCT; (c) incomplete or inaccurate information or data provided by you related to your use of the HDS ALLITA PRODUCT; (d) any unauthorized use of the HDS ALLITA PRODUCT; (e) any of Your Content uploaded or posted to the HDS ALLITA PRODUCT. HDS reserves the right, at its sole discretion, to assume or participate, at your expense, in the investigation, settlement, and defense of any action or claim to which it is entitled to indemnification. No claim will be settled without HDS’s prior written consent unless such settlement includes a complete release of HDS and its affiliates, licensors, and collaborators from all liability and does not contain or contemplate any payment by, or injunctive or other equitable relief binding upon, HDS and its affiliates, licensors, and collaborators. You acknowledge and agree that there can be no adequate remedy at law to compensate HDS and its affiliates, licensors, and collaborators from the breach of the intellectual property protection provisions of this Agreement; that any such breach would result in irreparable harm to HDS and its affiliates, licensors, and collaborators that would be difficult to measure; and therefore, that upon any such breach or threat thereof, HDS and its affiliates, licensors, and collaborators shall be entitled to injunctive and other appropriate equitable relief (without the necessity of proving actual damages or posting a bond), in addition to whatever remedies may be available at law.


9. GOVERNING LAW.
           This Agreement is governed by and interpreted in accordance with the laws of the United States and the State of Florida, without giving effect to the conflict of law provisions thereof. You irrevocably and unconditionally consent to the exclusive jurisdiction and venue of the state and federal courts of Miami-Dade County, Florida for any litigation or disputes arising out of or related to this Agreement. In the event HDS files a lawsuit against you for your violation of this Agreement, you agree to personal jurisdiction over you in the State of Florida and specifically Miami-Dade County and further agree that you waive any and all rights to challenge personal jurisdiction over you in the State of Florida and Miami-Dade County.


10. ENTIRE AGREEMENT; SEVERABILITY.
            This Agreement constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to the subject matter hereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed stricken and the remainder of this Agreement will continue in full force and effect.


11. NOTICES.
            All notices required or authorized under this Agreement shall be given in writing, and shall be effective when received, with evidence of receipt. Notices to HDS shall be sent to contracts@hdsoftware.com or such other address as may be specified by HDS in writing.

BY CLICKING “I AGREE,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.