These Terms of Service (this “Agreement”) create a legal agreement between Refine Labs, LLC (“Licensor”) and the subscriber to the Portal (as defined below) (“Customer”). This Agreement governs Customer's use of the Portal and by using or accessing the Portal, Customer agrees to be bound by this Agreement. In the event that the individual accessing the Portal is accessing the Portal on behalf of a legal entity, such legal entity shall be the Customer hereunder, and, where Customer is not a natural person, the natural person accessing the Portal on behalf of Customer hereby represents and warrants in his or her individual capacity that he or she has the authority to bind such legal entity in contract to this Agreement as Customer. Customer and Licensor are individually hereinafter referred to as a “Party” and collectively as the “Parties”. 

1. SCOPE OF AGREEMENT 

1.1       Portal. Licensor's proprietary marketing and go-to-market strategy insights available through Licensor’s portal at refinelabs.com (collectively with all information and insights available thereon, the “Portal”) will be hosted and distributed online by Licensor and made available to Customer in accordance with this Agreement. Licensor will be responsible for hosting of the Portal. Customer will be responsible for providing the computer hardware, web browser (including installing any required browser extension), or mobile devices necessary to interface with the Portal. This Agreement sets forth the terms and conditions that will govern Licensor’s grant of access to the Portal.   

1.2       Rights to Use.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable, limited, revocable license to access and use the Portal corresponding to the Portal subscription purchased by Customer solely during the Term. 

1.3       Ownership and Reservation of Rights.  Nothing in this Agreement shall constitute a transfer of any proprietary right by Licensor to Customer.  The Portal may be protected by patent, copyright, trade secret, and other intellectual property laws.  As between the Parties, Licensor owns and retains all right, title, and interest in and to the intellectual property rights in and to the Portal (including any data and/or analytics made available through the Portal) and any enhancements, modifications or derivative works thereof.  As between the Parties, (i) each Party retains ownership in and to its Confidential Information (as hereinafter defined) and (ii) Licensor exclusively owns all right, title, and interest in and to the Portal and any derivative works and work product conceived, originated, or prepared in connection with the Portal. All rights not specifically granted to Customer in this Agreement are retained by Licensor. Customer acknowledges the proprietary rights of Licensor and its licensors in the Portal and that Licensor retains all right, title and interest in and to the Portal.

1.4       Third-Party Sites.  The Portal may link, interface, and integrate with third-party software applications and websites that are not operated or controlled by Licensor (each, a “Third-Party Site”).  All such Third-Party Sites shall remain the property of their third-party providers. Customer hereby acknowledges and agrees that Licensor is not responsible for the content or practices of the Third-Party Sites. Customer is solely responsible for any required third-party account setup or fees levied by any such Third-Party Sites for using their services. It shall be Customer's responsibility to, and Customer shall, ensure that the use of the Portal in connection with any such Third-Party Sites complies with any applicable terms of service. Any links to or content from Third-Party Sites in the Portal are provided for Customer’s convenience only. Customer's reliance on any Third-Party Site is at Customer's own risk; Licensor does not endorse or warranty any Third-Party Site, including any Third-Party Site linked to, or interfaced or integrated with, the Portal. Licensor reserves the right to update or remove any functionality available through the Portal at any time for any reason. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ITS RELATIONSHIP WITH ANY THIRD-PARTY SITE, INCLUDING WITHOUT LIMITATION CUSTOMER'S INTERACTION WITH ANY SUCH THIRD-PARTY SITE THROUGH THE PORTAL. LICENSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INTERACTION WITH ANY THIRD-PARTY SITE, WHETHER THROUGH THE PORTAL OR OTHERWISE, BY OR ON BEHALF OF THE CUSTOMER. LICENSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY PAYMENT OBLIGATIONS THAT ARISE AS A RESULT OF ANY SUCH INTERACTION, ANY LIABILITY THAT ARISES AS A RESULT OF ANY SUCH INTERACTION (INCLUDING WITHOUT LIMITATION UNDER ANY APPLICABLE TERMS OF SERVICE), OR ANY RELATIONSHIP THAT EXISTS OR COMES TO EXIST BETWEEN CUSTOMER AND ANY THIRD-PARTY SITE PROVIDER.

1.5       Feedback.  Notwithstanding any provision in this Agreement to the contrary, Licensor may use, develop and implement any information, suggestions, comments, or other feedback (collectively, “Feedback”) provided to Licensor by or on behalf of Customer in connection with the development, operation, marketing and sale of the Portal, in its discretion and with no compensation to any person providing such Feedback, irrespective of any intellectual property or proprietary rights claimed by Customer in such Feedback.  Customer represents that it has not, and will not, knowingly provide Feedback that is subject to any third-party intellectual property rights.

1.6       Changes to Portal.  Licensor reserves the right at any time to alter or discontinue any or all features, functionality, license terms, and other characteristics of the Portal; provided, however, that in the event that any such alterations materially limit the features or functionality of the Portal, Licensor shall use commercially reasonable efforts to provide Customer with advanced notice thereof. Any subsequent upgrade, enhancement or other change to the Portal shall be owned by Licensor and subject to the terms of this Agreement.

1.7       Beta or Evaluation. Licensor may elect (in Licensor's sole discretion) to make the Portal (or a restricted version thereof) available to Customer on a limited trial or beta basis free of charge or at a fee, until the earlier of (i) the end of the designated trial or beta period for which Licensor has permitted Customer to evaluate the applicable Portal, or (ii) the commencement date of any purchased Portal subscriptions ordered by Customer.  Licensor reserves the right to modify, cancel and/or limit the limited trial or beta of the Portal without notice at any time. Additional trial or beta terms and conditions may appear on the Portal registration web page or may otherwise be provided to Customer. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, DURING THE DESIGNATED TRIAL OR BETA PERIOD, THE PORTALS AND ANY SERVICES MADE AVAILABLE TO CUSTOMER ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTY.  ANY DATA CUSTOMER ENTERS INTO THE PORTALS DURING SUCH BETA OR CUSTOMER’S LIMITED TRIAL MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE BETA OR TRIAL, PURCHASES UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE BETA OR TRIAL PERIOD.

2. CONFIDENTIAL INFORMATION 

2.1       Definition of Confidential Information.  “Confidential Information” means all information, in whatever form, that is disclosed or otherwise made available by or on behalf of one Party to the other Party, which, given the totality of the circumstances, a reasonable recipient should have reason to believe is proprietary, confidential, or competitively sensitive, regardless of whether such information is labeled as confidential or not, including without limitation creative works, business activities, trade secrets, analysis, software, algorithms, know-how, techniques, research, developments, inventions, discoveries, processes, designs, technical data and information, financial information, pricing, vendors, customers, prospects, marketing plans and any other information of a similar nature. For the avoidance of doubt, Licensor’s Confidential Information includes without limitation the Portal (including without limitation the design, features, functions and architecture thereof, and any information or data made available thereon).

2.2       Access and Use.  Each Party receiving Confidential Information from the other Party shall: (i) use and reproduce the Confidential Information only for the purposes specified in this Agreement, (ii) restrict disclosure of Confidential Information to its Representatives (as defined below) with a need to know the Confidential Information to enable the receiving Party to perform its obligations and exercise its rights under this Agreement, provided that such Representatives are bound by confidentiality obligations at least as strict as those contained in this Agreement that are broad enough to encompass the Confidential Information, and (iii) use reasonable care to protect the other Party’s Confidential Information and to prevent unauthorized disclosure of such Confidential Information. 

2.3       Exclusions.  Except as expressly provided herein, nothing in this Agreement will be construed to restrict or impair in any way the right of a receiving Party to use or disclose any information which: (i) is at the time of its disclosure hereunder generally available to the public; (ii) becomes generally available to the public through no fault of the receiving Party; (iii) can be reasonably demonstrated to be in the possession of a receiving Party prior to its initial disclosure hereunder without any obligation of confidentiality binding on receiving Party with respect to such information; or (iv) is acquired from a third party having a right to disclose the same to a receiving Party without breach of any confidentiality obligation. A receiving Party may disclose Confidential Information in accordance with a legally binding judicial or other governmental order, provided that, to the extent permitted by applicable Law, such Party provides the disclosing Party with prompt notice of the same and cooperates with the disclosing Party in connection with any actions taken by the disclosing Party to protect such Confidential Information, including without limitation the seeking of an appropriate protective order or other remedy. Notwithstanding any other provision to the contrary, the receiving Party may disclose to potential acquirers, potential and existing lenders, and/or potential and existing investors the existence, terms and subject matter of this Agreement, provided that such third parties are advised by the receiving Party of the confidentiality requirements of this Agreement and are bound by an obligation of confidentiality to the receiving Party that serves to protect such information on terms no less restrictive than those contained in this Agreement. Notwithstanding any other provision in this Agreement to the contrary, Licensor may collect and analyze data, statistics or other information obtained through the provision, use and performance of various aspects of the Portal (collectively, “Analytics”) and aggregate such Analytics with data, statistics or other information obtained from other sources, and may use such Analytics for lawful business purposes, including improvement of the Portal. Licensor owns all right, title, and interest in and to all Analytics and no compensation will be paid by Licensor to any person with respect to its use of Analytics.

            2.4       Defend Trade Secrets Act of 2016 Notice.  Notwithstanding any provision in this Agreement, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal.  Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, provided that the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.

            2.5       Remedies.  The Parties expressly acknowledge and agree that any breach or threatened breach of this Section 2 by the receiving Party may cause immediate and irreparable harm to the disclosing Party that may not be adequately compensated by damages. Each Party therefore agrees that in the event of such breach or threatened breach of this Section 2 by the receiving Party, and in addition to any remedies available at law, the disclosing Party shall have the right to seek equitable and injunctive relief, without the need to post bond, in any court of competent jurisdiction, with respect to such a breach or threatened breach.

3. TERM AND TERMINATION 

3.1       Term. The initial term of the Agreement will commence when Customer first purchases accesses the Portal and will continue until the first anniversary thereof (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive one-year periods (each, a “Renewal Term”) unless a Party provides the other Party with written notice of its election not to renew this Agreement at least 30 days prior to the expiration of the Initial Term or the then-current Renewal Term as applicable. The Initial Term together with all Renewal Terms shall be collectively referred to herein as the “Term.”

3.2       Termination for Cause. Either Party may immediately terminate this Agreement for cause, in the event of any of the following by the other Party: (i) a material breach of this Agreement by the other Party which is not cured within thirty (30) days after receipt of written notice in reasonable detail of the breach; (ii) the filing of a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state bankruptcy laws by or on behalf of the other Party or an adjudication of bankruptcy of such Party; or (iii) the filing of a petition proposing the adjudication of the other Party pursuant to any federal or state bankruptcy law and such Party consents to such filing or such petition is not dismissed within ninety (90) days after the filing thereof.

3.3       Effect of Termination. Immediately upon termination or expiration of this Agreement, Licensor’s obligation to provide the Portal will immediately cease, any and all licenses granted by Licensor hereunder will immediately terminate, and all unpaid fees and other amounts due from Customer for Portal previously provided by Licensor will immediately become due and payable.  Customer shall, immediately upon termination or expiration of this Agreement, return or destroy, at the option of Licensor, all copies of such Confidential Information that are in Customer's possession or control. 

3.4       Suspension of Portal.  Notwithstanding any provision herein to the contrary, Licensor may suspend the Portal in the event (i) of any activity by Customer, if such activity has, or in Licensor’s reasonable assessment is likely to have, an adverse effect on the Portal, or (ii) Customer fails to pay an undisputed amount due under this Agreement.

4. FEES AND PAYMENTS

If Customer purchases a paid Portal subscription, Customer understands that use of the Portal will result in payments by Customer for the access to the Portal (“Charges”). The current Charges and payment terms applicable to the Portal subscriptions offered by Licensor are viewable on Customer's initial order, Sales Order, Invoice or any other form as defined by Licensor. After Customer has purchased such a paid Portal subscription, Customer shall timely pay all Charges attributable thereto, and Licensor will process payment of the applicable Charges, using the preferred payment method designated in Customer's account, and will send Customer a receipt by email. The Charges do not include, and Customer shall be responsible for paying all, local, state, federal or foreign sales, use, excise, VAT or other taxes, levies, duties or tariffs of any nature that may be due relating to this Agreement and the Portal provided hereunder, except for taxes based on the income of Licensor. Any questions relating to Charges or disagreement with the Charges should be addressed to Licensor by contacting vault@refinelabs.com. Upon the commencement of any new Renewal Term, Licensor reserves the right to establish, remove, and/or revise Charges for any or all aspects of the Portal in Licensor's sole discretion by public posting or otherwise delivering notice to Customer at least 60 days prior to the commencement of such Renewal Term.  Licensor may from time to time provide certain clients or prospective clients of Licensor with promotional offers and/or discounts that may result in different Charges for the same or similar access to the Portal, and Customer agrees that such promotional offers and/or discounts, unless also made available to Customer, shall have no bearing on Customer's use of the Portal or the Charges applied to Customer.  

5. CUSTOMER’S DUTIES AND RESTRICTIONS 

5.1       Customer Account. Customer is solely responsible for maintaining the confidentiality of Customer's account (including any access credentials thereto) and for all use of such account. Customer shall not permit any third party to use the Portal through Customer's account. Notwithstanding the foregoing, Customer shall be solely responsible for all use of the Portal under Customer’s account, whether or not such use was in fact performed by Customer. Customer hereby agrees that the act or omission of any user of Customer's account shall be deemed to be the same as if performed by Customer. 

5.2       Affirmative Covenants.  Customer shall: (i) comply with this Agreement; (ii) take all necessary steps to prevent unauthorized access to or use of the Portal, (iii) notify Licensor immediately of any such unauthorized access or use; (iv) comply with all applicable federal, state, local, municipal, domestic, foreign, and international laws, rules and regulations (“Law”); (v) use the Portal in compliance with all applicable industry standards; (vi) use the Portal only for Customer’s own internal business purposes and solely in accordance with the terms of this Agreement; (vii) use the Portal solely in accordance with Licensor’s instructions; and (viii) ensure that Customer's officers, directors employees, contractors, representatives, agents and affiliates (collectively, “Representatives”) comply with this Agreement.   

5.3       Restrictive Covenants.  Customer shall not, and Customer will cause Customer’s Representatives to not: (i) alter, change, modify, adapt, translate, or make derivative works of the Portal; (ii) use the Portal in a manner that, or provide any direction to Licensor that, violates any applicable Law; (iii) transmit any virus or programming routine intended to damage, surreptitiously intercept, or expropriate any system or data; (iv) transfer, resell, license, sublicense, or otherwise make the Portal (or any data or information accessible through the Portal) available to any third party, except as expressly described in this Agreement; (v) use the Portal for timesharing, rental, outsourcing, or a service bureau operation; (vi) attempt to gain, or assist others with attempting to gain, unauthorized access to Licensor’s network, systems, or the Portal; (vii) decipher, decompile, disassemble, or reverse engineer the Portal or assist or encourage any third party to do so; (viii) engage in any activity that violates the rights of Licensor or of others, that interferes with or disrupts the Portal, or that could damage the reputation of Licensor; or (ix) upload any file containing any back door, time bomb, Trojan horse, worm, virus, malware, or similar malicious code.   

5.4       Indemnification. Each Party (“Indemnifying Party”) will defend, indemnify and hold harmless the other Party, and its officers, directors employees, contractors, representatives, agents and affiliates (collectively, “Indemnified Party”), from and against any all and all liability, claims, actions and expenses, including attorneys' fees and costs, in each case arising out of any third-party claim arising out of Indemnifying Party’s breach of this Agreement or violation of applicable Law.

6. DISCLAIMERS AND LIMITATIONS 

6.1       Warranty Disclaimer.  LICENSOR MAKES NO WARRANTY, (EXPRESS, IMPLIED, OR STATUTORY) AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  THE IS PROVIDED ON AN “AS-IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. LICENSOR DOES NOT WARRANT THAT THE PORTAL, ITS FUNCTIONALITY, OR THEIR WORK PRODUCT WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE PORTAL, ITS FUNCTIONALITY, OR ITS WORK PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, COMPLETE, CURRENT, OR WITHOUT DELAY.  CUSTOMER ACKNOWLEDGES THAT THE FUNCTIONALITY AND INTERFACES OF THE PORTAL MAY CHANGE OVER TIME. CUSTOMER EXPRESSLY AGREES THAT CUSTOMER'S USE OF THE PORTAL IS AT CUSTOMER'S SOLE RISK.

6.2       Limitation of Liability. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, VIOLATION OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S BREACH OF SECTION 5.2 OR SECTION 5.3, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR LOST DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DAMAGES, COSTS, OR LIABILITIES IN AGGREGATE IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LICENSOR UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO WHICH SUCH DAMAGES, COSTS, OR LIABILITIES AROSE.

6.3       Application. THIS SECTION 6 SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND THE PROVISION OF PORTAL HEREUNDER.

7. GOVERNING LAW AND DISPUTE RESOLUTION 

7.1       Governing Law.  This Agreement will be governed by and construed under the laws of the Commonwealth of Massachusetts, without reference to principles of conflict of laws.  Any dispute arising between the Parties will be settled in an action commenced and maintained in any court sitting in Suffolk County, Massachusetts.  The Parties irrevocably consent and submit to the exclusive personal jurisdiction of such courts if there is any dispute between them and agree not to challenge or assert any defense to the jurisdiction of such courts.

7.2       Equitable Remedies.  Customer acknowledges that the rights granted and obligations made hereunder to Licensor are of a unique and irreplaceable nature, the loss of which will irreparably harm Licensor and which cannot be replaced by monetary damages alone. Therefore, Licensor will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or threatened breach of this Agreement by Customer.  Except as expressly provided in this Agreement, Customer irrevocably waives all rights to seek injunctive or other equitable relief and agree to limit such Customer’s claims to claims for monetary damages (if any). 

8. GENERAL TERMS.  

Licensor shall have the right to identify Customer as a Licensor customer for purposes of promotion and marketing of the Portal, subject to Customer’s prior approval which shall not be unreasonably withheld, delayed or conditioned (and will be deemed given if no contrary indication is received from Customer within one (1) week from the date of written request for approval). This Agreement does not create any agency, partnership, franchise, joint venture, or any other such relationship between the Parties.  Neither Party is granted any express or implied right or authority to assume or create any obligation on behalf of or in the name of the other Party or to bind the other Party in any matter whatsoever. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be automatically reformed and construed so as to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable Law while preserving its original intent. The invalidity, illegality, or unenforceability of any part of this Agreement will not render invalid the remainder of this Agreement. Sections 1.3, 1.5, 2, 3, 4, 5.2, 5.3, 5.4, 6, 7, and 8 shall survive and continue to bind the Parties after execution and delivery of this Agreement and its expiration or early termination to the extent and for as long as may be necessary to give effect to the rights, duties and obligations of the Parties pursuant to this Agreement. Failure by a Party to insist upon strict performance of any provision herein by the other Party will not be deemed a waiver by the first Party of its rights or remedies or a waiver by it of any subsequent default by the other Party, and no waiver will be effective unless it is in writing and duly executed by the Party entitled to enforce the provision being waived. Licensor reserves the right, at Licensor's discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Customer's continued use of the Portal after the posting of changes to this Agreement constitutes Customer's binding acceptance of such changes. Licensor will make commercially reasonable efforts to notify Customer if Licensor materially changes this Agreement. Licensor may provide Customer with notices hereunder, including those regarding changes to this Agreement, by email, regular mail or postings through the Portal. Notice will be deemed given twenty-four hours after email is sent, unless Licensor is notified that the email address is invalid. Notice posted through the Portal is deemed given 24 hours following the initial posting. Notice to Licensor under this Agreement shall be provided by Customer in writing by mail to the following address: Refine Labs, LLC, 131 Seaport Boulevard PH1C, Boston, MA 02210.  In the case of notice posted by mail, notice will be deemed given three days after the date of mailing. Except with regard to payments due to Licensor, neither Party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including for example (but not limitation) natural disasters, such as floods, earthquakes, or severe weather events, epidemics, pandemics, quarantines, and/or other health emergencies, war, hostilities, terrorist acts, civil unrest, acts of government or the public enemy, organized labor activities, such as strikes or work slow-downs, or shortages of power, supplies, infrastructure, or transportation.  Licensor may assign this Agreement to any person at any time without any notice to Customer. Customer may not assign this Agreement without Licensor’s prior written consent. Any sale of all or substantially all of a Party’s assets, business, or a majority of such Party’s voting securities or any merger or other change of control with respect to such Party shall be deemed an assignment for purposes of this Agreement. In this Agreement, unless a clear contrary intention appears: (i) where not inconsistent with the context, words used in the present tense include the future tense and vice versa and words in the plural number include the singular number and vice versa; (ii) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement; (iii) reference to any gender includes each other gender; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and includes all addenda, exhibits and schedules thereto; (v) the titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement; (vi) “hereunder,” “hereof,” “hereto,”  and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or Subsection of this Agreement; (vii) “including” (and with correlative meaning, “include”) means including without limiting the generality of any description preceding such term and (viii) any reference to “dollars” means United States Dollars. Except as amended after the date hereof pursuant to this Section 8, this Agreement (including any documents or webpages linked to in this Agreement and any Exhibits referenced herein) constitutes the entire Agreement between the Parties and supersede all prior and contemporaneous undertakings and agreements between the Parties, whether written or oral, with respect to the Portal.