ACCEPTANCE OF TERMS

Read these Terms of Use ("Terms") carefully before you, an individual or entity ("You" or "Attendee"), use Equilar's proprietary Equilar Engage platform located at http://engage.equilar.com that allows for event registration, submissions as well as the exchange of information among event Attendees and the Organizer (the "Service"). BY ACCESSING THIS SERVICE, YOU ACCEPT WITHOUT LIMITATION OR QUALIFICATION, ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT.

The Terms may be modified by Equilar from time to time. Continued use of the Service by You will constitute Your acceptance of any changes or revisions to the Terms. Your failure to comply with these Terms, whether listed below or in supplemental notices posted at various points in the Service, may result in termination of Your access to the Service, without notice, in addition to Equilar's other remedies. Access to and use of the Service are subject to the terms and conditions of this Agreement and all applicable laws and regulations, including laws and regulations governing copyright and trademark. Equilar reserves the right to change these terms and conditions at any time.

All personally identifiable information submitted by You through the Service is subject to Equilar's Privacy Policy located at http://www.equilar.com/privacy-policy.

LICENSE AND RESTRICTIONS

Subject to these Terms, Equilar hereby grants to You a non-exclusive, personal, non-transferable, non-sublicensable, limited license to access and use the Service solely for the purposes of registering for and participating in an event. You shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Service or Site Content; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Service or the Site Content for timesharing, service bureau, or commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Service or Site Content; or (v) engage in any activity that interferes with or disrupts the Service.

Unauthorized Use. You shall protect the Service and the Site Content from any use that is not permitted under these Terms. You represent and warrant to Equilar that You shall not (i) interfere with or disrupt the Equilar website, the Service or servers or networks connected to the Service; (ii) gain unauthorized access to other computer systems through the Equilar Website and/or the Service; (iii) disrupt the Service or otherwise act in a manner that negatively affects other users' ability to access and/or use the Service; or (iv) harass other users. In the event of any unauthorized use of the Service, Equilar may immediately terminate Your access to the Service.

You acknowledge that Equilar does not pre-screen any Content provided or made available by You or any third party in connection with the Service, but that Equilar and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of Your Content, in whole or in part, and/or (ii) rescind and terminate Your right to use the Service at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Equilar may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Equilar, its users and/or the public.

PAYMENT

Registration Fee Processing. Stripe, a Facilitated Payment Mode Service ("Stripe") will process Attendee registration fees at the Equilar Engage site.

Your personal financial information does not touch Our servers, is not stored in Our databases and is transmitted to Stripe using SSL encryption.

EQUILAR IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH STRIPE. ALL COMMUNICATIONS OR DISPUTES REGARDING PAYMENTS, REFUNDS OR CHARGEBACKS ARE BETWEEN ORGANIZER AND ATTENDEE AND EQUILAR WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR PAYMENTS, REFUNDS, CHARGEBACKS OR ERRORS.

YOUR REGISTRATION OBLIGATIONS

To be a registered user of the Service, You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or Equilar has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Equilar has the right to suspend or terminate all of Your accounts and refuse any and all of Your current or future use of the Service (or any portion thereof). Equilar is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of Stripe or other third party service provider, You must be at least 18 years of age, or the legal age of majority where You reside if that jurisdiction has an older age of majority, to register for an account.

ACCOUNT, PASSWORD AND SECURITY

As part of the registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under Your account. You agree to (a) immediately notify Equilar 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. Equilar cannot and will not be liable for any loss, damage or other liability arising from Your failure to comply with this Section or from any unauthorized access to or use of Your account. In the event of any dispute between two or more parties as to account ownership, You agree that Equilar shall be the sole arbiter of such dispute in its sole discretion and that Equilar's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

INTELLECTUAL PROPERTY RIGHTS

Equilar Ownership. You acknowledge that as between You and Equilar, the Service and other information obtained through the Equilar website, including without limitation all software, technology, inventions, discoveries, documentation and works of authorship relating thereto, and any and all intellectual property rights related to or derived from the Service, or the manufacture or use thereof (collectively, the "Equilar Technology"), are, and at all times shall remain, the exclusive property of Equilar, and nothing in these Terms shall be construed to transfer to You any ownership interest in or to the Equilar Technology or any part thereof. You shall not take or permit any action inconsistent with Equilar's ownership of all right, interest and title in and to the Equilar Technology, including any and all improvements, modifications and enhancements thereto, or which might impair the value of such ownership.

Site Content. You agree that all material, including without limitation, information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Service or otherwise made available by Equilar in connection with the Service ("Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. You shall use the Site Content only for purposes that are permitted by these Terms and any applicable laws and regulations.

Your Content. You acknowledge and agree that if you contribute, provide or make available any content to the site, including but not limited to changes in Your title, professional skills or professional contacts ("Your Content"), you hereby grant to Equilar a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. Equilar reserves the right to remove any of Your Content at any time if Equilar believes in its sole discretion that it does not comply with these Terms.

WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EQUILAR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. EQUILAR MAKES NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICE ITSELF (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. EQUILAR IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND EQUILAR WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT EQUILAR HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED OR THE TRUTH OR ACCURACY OF ANY USERS' CONTENT OR LISTINGS. IN ADDITION, EQUILAR IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY FACILITATED PAYMENT MODE SERVICE), AND EQUILAR HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, You may report misconduct in connection with the Service to Equilar. Equilar, in its sole discretion, may investigate the claim and take necessary action.

INDEMNIFICATION

You agree to defend, indemnify and hold Equilar, and its affiliates, and each of its and their respective officers, directors, agents, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: Your Content; Your use of, contribution to or connection with the Service or violation of any rights of another; and/or Your violation of these Terms. Equilar shall provide notice to You of any such Claim, provided that the failure or delay by Equilar in providing such notice shall not limit your obligations hereunder. Equilar reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, You agree to cooperate with all reasonable requests in assisting Equilar's defense of such matter.

MISCELLANEOUS

Force Majeure. Equilar shall under no circumstances be liable for failure to fulfill its obligations under these Terms for delays in delivery due to acts of God, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.

Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

Governing Law. These Terms and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with, the laws of the State of California, United States, without reference to conflicts of laws principles of California or any other jurisdiction.

Jurisdiction. The parties agree that any action or proceeding arising out of or related to these Terms shall be brought only in the state and federal courts of the State of California and the parties hereby consent to such venue and to the exclusive and personal jurisdiction of such courts over the subject matter of such proceeding and themselves.

ENTIRE AGREEMENT

Entire Agreement. These Terms represent the entire understanding relating to the use of the Service and prevail over any prior or contemporaneous, conflicting, or additional, communications.

ACCEPTANCE OF TERMS

Read these Terms of Use ("Terms") carefully before you, an individual or entity ("You" or "Organizer"), use Equilar's proprietary Equilar Engage platform located at http://engage.equilar.com (the "Service") that allows for the organizing and hosting of events as well as facilitating the exchange of information among event attendees and the Organizer and in-person meetings with executives and board members (the "Scope"). If the Service is used outside the Scope without written approval from Equilar, We reserve the right to shut down the Service and terminate Organizer's account. BY ACCESSING THIS SERVICE, YOU ACCEPT WITHOUT LIMITATION OR QUALIFICATION, ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT.

The Terms may be modified by Equilar from time to time. Continued use of the Service by You will constitute Your acceptance of any changes or revisions to the Terms. Your failure to comply with these Terms, whether listed below or in supplemental notices posted at various points in the Service, may result in termination of Your access to the Service, without notice, in addition to Equilar's other remedies. Access to and use of the Service are subject to the terms and conditions of this Agreement and all applicable laws and regulations, including laws and regulations governing copyright and trademark. Equilar reserves the right to change these terms and conditions at any time.

All personally identifiable information submitted by You through the Service is subject to Equilar's Privacy Policy located at http://www.equilar.com/privacy-policy.

LICENSE AND RESTRICTIONS

Subject to these Terms, Equilar hereby grants to You a non-exclusive, personal, non-transferable, non-sublicensable, limited license to access and use the Service solely for creating an unlimited number of events to be used within the Scope defined in these Terms, downloading and printing event related reports defined in these Terms and retaining event information. Notwithstanding the foregoing, You shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Service or Site Content; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Service or the Site Content for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting event registration fees through the Service as an Organizer in accordance with these Terms); (iv) remove or alter any proprietary notices or labels on or in the Service or Site Content; or (v) engage in any activity that interferes with or disrupts the Service.

Unauthorized Use. You shall protect the Service and the Site Content from any use that is not permitted under these Terms. You represent and warrant to Equilar that You shall not (i) interfere with or disrupt the Equilar website, the Service or servers or networks connected to the Service; (ii) gain unauthorized access to other computer systems through the Equilar Website and/or the Service; (iii) disrupt the Service or otherwise act in a manner that negatively affects other users' ability to access and/or use the Service; or (iv) harass other users. In the event of any unauthorized use of the Service, Equilar may immediately terminate Your access to the Service.

You acknowledge that Equilar does not pre-screen any Content provided or made available by you or any third party in connection with the Service, but that Equilar and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of Your Content, in whole or in part, and/or (ii) rescind and terminate Your right to use the Service at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Equilar may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Equilar, its users and/or the public.

PAYMENT

Service Levels. Basic Report Service (includes usage data, such as login rates, materials download rates, etc.) and is provided to Organizer for the Term indicated in Section 10 below at no cost. The Premium Report Service (includes the Basic Report usage data, plus more participant background data such as other current positions, and additional usage data, such as email open rate as well as the option to replace the Equilar default ads with Your own ads is provided for the Fees set forth in the Equilar Order Form. These fees are due and payable within thirty (30) days of the date of Equilar's invoice.

Registration Fee Processing. Stripe, a Facilitated Payment Mode Service ("Stripe") will process attendee registration fees at the Equilar Engage site subject to Organizer setting up a Stripe account and accepting Stripe's terms of service at https://stripe.com/us/terms.

EQUILAR IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH STRIPE. ALL COMMUNICATIONS OR DISPUTES REGARDING PAYMENTS, REFUNDS OR CHARGEBACKS ARE BETWEEN ORGANIZER AND ATTENDEE AND EQUILAR WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR PAYMENTS, REFUNDS, CHARGEBACKS OR ERRORS.

RESPONSIBILITIES OF THE PARTIES

You shall be responsible for (i) submitting event information such as location, agenda, speakers or any other information You may deem relevant to Equilar for each event at least fourteen (14) days prior to the event date (failure to do so may result in Equilar refusing to provide the Service ); (ii) setting up an account with Stripe to handle registration fees; (iii) any event related material such as publications, presentations, additional biographical information etc. ("Your Content"); and (iv) all infrastructure, e.g. WiFi, associated with the event as well as anything else needed to allow attendees to access the Service.

Equilar shall be responsible for: (i) establishing and maintaining a dedicated area of the Service for each Organizer event; (ii) setting up an account for each attendee; (iii) determining which profiles of executives, board members and other key individuals created by Equilar based on publically available information such as SEC filings, company and non-profit websites, IRS Form 990 information and Department of Labor Form 5500 data ("Public Profiles") are relevant to an event; (iv) subject to the availability of the infrastructure for which You are responsible, ensuring access to the Service during the event; and (v) ensuring that all account information and Your Content are protected in accordance with the Privacy Policy.

YOUR REGISTRATION OBLIGATIONS

To be a registered user of the Service, You agree to provide true, accurate, current and complete information. If You provide any Event related information that is untrue, inaccurate or incomplete, or Equilar has reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, Equilar has the right to suspend or terminate all of Your accounts and refuse any and all of Your current or future use of the Service (or any portion thereof). Equilar is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of Stripe or other third party service provider, You must be at least 18 years of age, or the legal age of majority where You reside if that jurisdiction has an older age of majority, to register for an account.

ACCOUNT, PASSWORD AND SECURITY

As part of the registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under Your account, including, without limitation, all actions by sub-users registered under Your account. You agree to (a) immediately notify Equilar 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. Equilar cannot and will not be liable for any loss, damage or other liability arising from Your failure to comply with this Section or from any unauthorized access to or use of Your account. In the event of any dispute between two or more parties as to account ownership, You agree that Equilar shall be the sole arbiter of such dispute in its sole discretion and that Equilar's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

INTELLECTUAL PROPERTY RIGHTS

Equilar Ownership. You acknowledge that as between You and Equilar, the Service and other information obtained through the Equilar website, including without limitation all software, technology, inventions, discoveries, documentation and works of authorship relating thereto, and any and all intellectual property rights related to or derived from the Service, or the manufacture or use thereof (collectively, the "Equilar Technology"), are, and at all times shall remain, the exclusive property of Equilar, and nothing in these Terms shall be construed to transfer to You any ownership interest in or to the Equilar Technology or any part thereof. You shall not take or permit any action inconsistent with Equilar's ownership of all right, interest and title in and to the Equilar Technology, including any and all improvements, modifications and enhancements thereto, or which might impair the value of such ownership.

Site Content. You agree that all material, including without limitation, information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Service or otherwise made available by Equilar in connection with the Service ("Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. You shall use the Site Content only for purposes that are permitted by these Terms and any applicable laws and regulations.

Your Content. You acknowledge and agree that if you contribute, provide or make available any Content to the Site including but not limited to changes in Your title, professional skills or professional contacts ("Your Content"), you hereby grant to Equilar a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. Equilar reserves the right to remove any of Your Content at any time if Equilar believes in its sole discretion that it does not comply with these Terms.

Guidelines for Use of Equilar Brand Features governing the use of all Equilar and Equilar Engage brand names and images are located at http://www.equilar.com/attribution-policy.html.

WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EQUILAR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. EQUILAR MAKES NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICE ITSELF (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. EQUILAR IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND EQUILAR WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT EQUILAR HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED OR THE TRUTH OR ACCURACY OF ANY USERS' CONTENT OR LISTINGS. IN ADDITION, EQUILAR IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY FACILITATED PAYMENT MODE SERVICE), AND EQUILAR HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, You may report misconduct in connection with the Service to Equilar. Equilar, in its sole discretion, may investigate the claim and take necessary action.

INDEMNIFICATION

You agree to defend, indemnify and hold Equilar, and its affiliates, and each of its and their respective officers, directors, agents, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: Your Content; Your or any of Your affiliates, or any of Your or Your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Service or violation of any rights of another; Your event(s); and/or Your violation of these Terms. Equilar shall provide notice to You of any such Claim, provided that the failure or delay by Equilar in providing such notice shall not limit your obligations hereunder. Equilar reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, You agree to cooperate with all reasonable requests in assisting Equilar's defense of such matter.

TERM

The Service will be available to You for a period of one year from the date of the first Event ("Term"). Thereafter, these Terms shall renew for additional one-year calendar-year terms ("Subsequent Terms"), unless either party terminates these Terms, by giving the other party forty-five (45) days prior written notice before the end of the Term or a Subsequent Term. Equilar agrees to notify You within forty-five (45) days of any changes in Fees.

MISCELLANEOUS

Force Majeure. Equilar shall under no circumstances be liable for failure to fulfill its obligations under these Terms for delays in delivery due to acts of God, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.

Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

Governing Law. These Terms and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with, the laws of the State of California, United States, without reference to conflicts of laws principles of California or any other jurisdiction.

Jurisdiction. The parties agree that any action or proceeding arising out of or related to these Terms shall be brought only in the state and federal courts of the State of California and the parties hereby consent to such venue and to the exclusive and personal jurisdiction of such courts over the subject matter of such proceeding and themselves.

ENTIRE AGREEMENT

Entire Agreement. These Terms represent the entire understanding relating to the use of the Service and prevail over any prior or contemporaneous, conflicting, or additional, communications.

Additional Terms of Service Governing Sponsorships

Sponsorships. If you wish to identify an organization or individual ("Sponsor") that will purchase ad space to promote its business or services to attendees of your event ("Sponsorship Space"), the following additional terms apply:

Sponsorship Space fees will be 50% of any Sponsorship Space revenue generated by the Event ("Sponsorship Fees"). Sponsorship Fees are due and payable within 30 days from the date of Equilar's invoice.

If Organizer does not use the Sponsorship Space, there will be no Sponsorship Fee.

All Sponsorship Agreements are between Organizer and Sponsor. Organizer is responsible for obtaining all materials related to the Sponsorship Space.

Equilar reserves the right to refuse an Equilar competitor from contracting to use Sponsorship Space.

Equilar will maintain all ads placed in the Sponsorship Space for a given event for 7 days after the end of the event.

The parties will collaborate on the following optional promotional activities:

• Integrating Equilar Engage messaging into the event website.
• Including a link to Equilar Engage with the logo and appropriate call to action provided on the website.
• Sending messages through Equilar Engage for login reminders.
• Including Equilar Engage messaging in any print materials.
• Mentioning Equilar Engage usage during speeches.
• Incorporating Equilar Engage satisfaction question/s into feedback surveys.