Terms of use

PLEASE READ THESE TERMS OF USE CAREFULLY, INCLUDING THE AGREEMENT TO ARBITRATE AT SECTION 12, AS THEY AFFECT
YOUR LEGAL RIGHTS. BY EXPRESSLY AGREEING TO THESE TERMS OF USE OR USING SERVICES PROVIDED BY XEVANT, YOU
AGREE TO BE BOUND CONTRACTUALLY BY THESE TERMS OF USE.

Xevant, Inc. (“Xevant,” “we,” “us,” or “our”) provides the content, pharmacy benefits management solutions, or other products and
services (“Services”) available, via application programming interfaces or otherwise, at www.xevant.com, or through any other
technology platforms (“Sites”) owned or operated by Xevant.


These Terms of Use (“Terms”) is an electronic contract that sets out the legally binding terms of the relationship between Xevant
and you. By accessing the Sites or Services or otherwise agreeing to the Terms, you accept and agree to be bound by the terms,
conditions, and notices contained and/or referenced herein.


IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OR ACCESS OUR SITES OR SERVICES.

COLLECTION OF INFORMATION

1. Use of the Services and Sites

1.1. Age. You may only use our Sites and Services if you can form a legally binding contract under applicable law. Our Services and
Sites are unavailable to minors (people under the age of 18) or to those who have had an account with Xevant temporarily or
permanently deactivated.


1.2. Creation of Account. You may be required to register for and maintain an active personal user account to use certain aspects of
our Services and Sites. Account registration may require you to submit certain personal information, such as your name, email
addresses, and mobile number. In return for using our Services and Sites, you agree to (i) provide true, accurate, current, and
complete account information, and (ii) maintain and promptly update your information to keep it true, accurate, current, and
complete. We have the right to block your current or future use of the Services or the Sites if you provide any information that is
untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that the information is false, inaccurate,
not current, or incomplete. You may only have one account unless otherwise permitted by us in writing.


1.3. Account Information. You are responsible for maintaining the confidentiality and security of your account and for all activities
or any other actions that occur under, or someone takes in connection with, your account or password. You agree to (i) immediately
notify us of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss,
theft, or unauthorized disclosure of your password; and (ii) ensure that you exit from your account at the end of each session. Xevant
will not be liable for any injury, loss, or damage of any kind arising from or relating to your failure to comply with (i) and (ii) or for any
acts or omissions by you or someone else using your account.


1.4. Acceptance of Terms. These Terms apply to your use of the Services and the Sites. Your access to, review of, and/or use of the
Sites and Services is conditioned on your acceptance of and compliance with these Terms.

2. Our Intellectual Property and License to You

2.1. Reservations of Rights. Except for your Information (as defined below), Xevant and its affiliates and any applicable licensors
retain all intellectual property and other proprietary rights, including all patent, copyright, trade secret, trade name, trademark, and
other proprietary rights, related to the Services, Sites, and everything on them, from text to photos to videos to graphics and
software (collectively, the “content”) which are protected under United States intellectual property laws and international treaty
provisions. Except as otherwise indicated on the Services or the Sites and except for the trademarks, service marks, logos, and trade
names of other companies we display on the Sites, all trademarks, service marks, logos, trade dress, and trade names are proprietary
to Xevant, including but not limited to the Xevant logo. Xevant will enforce its intellectual property rights to the fullest extent of the
law. You acknowledge and agree that Xevant and its affiliates and any applicable licensor’s retention of contractual and intellectual
property rights is an essential part of these Terms. Xevant and its affiliates and any licensor (as applicable) will own and you hereby
assign to Xevant all rights in (i) any copy, translation, modification, adaptation, or derivative work of the content, including any
improvement or development thereof, whether provided as part of content or otherwise, and (ii) any suggestions, ideas,
enhancement requests, feedback, or recommendations provided by or on behalf of you.


2.2. License to Services and Sites. We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use
the Services and Sites for your personal use as expressly permitted by these Terms, all applicable intellectual property laws, and any
Additional Terms (as defined below). Any other use of the Service or the Sites is strictly prohibited, and you may not copy, republish,
upload, post, transmit, distribute, or modify the Services or Sites without our express written permission. You should not interpret
any language on the Sites as us granting you a license or right to use the content or third-party proprietary content without our
express written permission or that of the relevant third-party owner. You also may not redistribute, sell, decompile, reverse engineer,
disassemble, or otherwise reduce to a human-perceivable form any software that you download from the Sites or the Services.

3. Prohibited Uses of the Sites or the Services. You may not do any of the following, or allow any third party to do any of the following:

(a) copy, distribute, rent, lease, lend, sublicense, or transfer the Services or the Sites, or make the Services or the Sites available to any
third party, including Your affiliates, parents, or subsidiaries, without Xevant’s express prior written consent;


(b) modify, decompile, reverse engineer, or disassemble the Services or the Sites or otherwise attempt to discover any underlying
source code, ideas, algorithms, file formats, or programming interfaces, or create derivative works based on the Services or the Sites;


(c) modify, remove, or obscure any copyright, trademark, patent, or other notices or legends that appear on the Services or the Sites;


(d) use the Services or the Sites to develop a competitive product offering;


(e)use, or attempt to use, the Services or the Sites for improper, illegal, or unauthorized purposes;


(f) use any automated devices, such as spiders, robots, or data mining techniques to download, store, or otherwise reproduce, store,
or distribute content or to manipulate the Services or the Sites;


(g) access, tamper with, or use non-public areas of the Services or the Sites, Xevant’s computer systems, or the technical delivery
systems of Xevant’s affiliates;


(h) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;


(i) forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Services or the Sites to
send altered, deceptive, or false source-identifying information; or


(j) interfere with, or disrupt (or attempt to do so), the access of any user, host, or network, including, without limitation, sending
virus, overloading, flooding, spamming, mail-bombing the Services or the Sites, or

4. Your Information

4.1. Use of Information. We may use information that you provide (your “Information”) to perform Services and provide the Sites.
Your Information also includes information you publish or post to or through our Services (including any account information) and
our Sites or send to other users (including by in-application feedback, any email feature, or through any Xevant-related social media
posting). You consent to us using your Information to create an account that will allow you to access and use our Services and our
Sites. Our collection and use of your Information is as provided in our Privacy Policy located at
https://www.xevant.com/privacy-policy/.

4.2. License to Information. IN CONSIDERATION OF YOUR USE OF XEVANT’S SERVICES AND SITES YOU GRANT XEVANT A NON-
EXCLUSIVE, WORLDWIDE, PERPETUAL, IRREVOCABLE, ROYALTY-FREE, TRANSFERABLE, SUB-LICENSABLE (THROUGH MULTIPLE
TIERS) RIGHT AND LICENSE TO EXERCISE THE COPYRIGHT, PUBLICITY, AND DATABASE RIGHTS YOU HAVE IN YOUR
INFORMATION, AND TO USE, COPY, PERFORM, DISPLAY, AND DISTRIBUTE SUCH INFORMATION TO PREPARE DERIVATIVE
WORKS, OR INCORPORATE INTO OTHER WORKS, OR INTO ANY MEDIA NOW KNOWN OR NOT CURRENTLY KNOWN.

4.3. Ownership of Information. Xevant does not assert any ownership rights over your Information; rather, as between you and
Xevant, you retain full ownership of all of your Information and any intellectual property rights or other rights associated with your
Information.

5. Xevant Communications

Subject to Section 13.10(a), as consideration for using our Services and the Sites, you consent to receive communications from us,
including via email, to keep you informed about the Services and Sites. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU
CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT
REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SITE OR OUR SERVICES. IF YOU
WANT TO OPT OUT OF ALL EMAILS (INCLUDING OPERATIONAL OR TRANSACTIONAL EMAILS), YOU CAN UNSUBSCRIBE ENTIRELY
OR SUSPEND YOUR ACCOUNT.

6. Disclaimer

(a) THE SITES, SERVICES, AND ALL OTHER CONTENT ON OUR SERVICES OR SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
XEVANT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN
THESE TERMS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
INFRINGEMENT. ALSO, WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, OR AVAILABILITY OF OUR SERVICES, SITES OR ANY SERVICES REQUESTED THROUGH THE USE OF OUR
SERVICES OR SITES, OR THAT OUR SERVICES OR SITES WILL BE UNINTERRUPTED OR ERROR-FREE. XEVANT DOES NOT
GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTIES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT
OF YOUR USE OF THE SITES, OUR SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION WITH YOUR USE OF OUR SERVICES
OR SITES, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.


(b) UNLESS OTHERWISE PROVIDED IN WRITING, THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES.
NO INDEPENDENT CONTRACTOR, EMPLOYER-EMPLOYEE, JOINT VENTURE, PARTNERSHIP, OR AGENCY RELATIONSHIP EXISTS
BETWEEN YOU AND XEVANT AS A RESULT OF THESE TERMS OR YOUR USE OF OUR SERVICES OR SITES.

7. Limitation of Liability

7.1. INDIRECT DAMAGES; LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XEVANT NOR ITS AFFILIATES SHALL
NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR
DAMAGES WHATSOEVER (EVEN IF YOU PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR
RELATING TO THESE TERMS OR THE USE, INABILITY TO USE, PERFORMANCE OF, OR SERVICES PROVIDED ON OR THROUGH THE
SITES, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER
ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY). WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE
LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A
RESULT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOAD OF ANY MATERIALS FROM THE SITES. WE ALSO ASSUME
NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR RELATING TO ANY INFORMATION, CONTENT, PRODUCTS,
SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE SITES, AS WELL AS ANY THIRD-PARTY WEBPAGES OR ADDITIONAL
WEBSITES LINKED TO THE SITES, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY,
PORNOGRAPHY, PROFANITY, DANGER, OR INACCURACY CONTAINED ON THE SITES OR HARM TO ANY PERSON OR PROPERTY
CAUSED BY YOUR USE OF THE SITES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR TOTAL LIABILITY
TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, OR NEGLIGENCE EXCEED
$1,000. YOU AND XEVANT AGREE THAT THE WARRANTY DISCLAIMERS, AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE
MATERIAL, BARGAINED-FOR BASES FOR THESE TERMS, AND THAT YOU AND XEVANT TOOK THEM INTO ACCOUNT IN
DETERMINING THE CONSIDERATION TO BE GIVEN UNDER THESE TERMS AND IN THE DECISION BY YOU AND XEVANT TO ENTER
INTO THESE TERMS. YOU AND XEVANT AGREE THAT THE WARRANTY DISCLAIMERS, AND LIMITATIONS OF LIABILITY IN THESE
TERMS OF USE ARE FAIR AND REASONABLE.


7.2.EXCLUSIVE REMEDY. YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE NOT SATISFIED WITH THE SITES OR OUR SERVICES,
OR YOU DO NOT AGREE TO THE TERMS OF THESE DISCLAIMERS IS TO DISCONTINUE USING THE SITES OR OUR SERVICES,
EXCEPT AS PROVIDED IN THIS SECTION.

8. Indemnity

You agree to indemnify, defend and hold Xevant and its affiliates and our officers, directors, employees, and agents harmless from
any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with (i) your
use of our Sites or as a result of your use of our Services; (ii) your breach or violation of any of the terms of these Terms; (iii) Xevant’s
use of your Information; or (iv) your violation of the rights of any third party.

9. Third-Party Links

The Sites may contain links to websites that third parties own, control, develop, sponsor, or maintain and that may be subject to
additional terms and conditions (“Third-Party Websites”). Xevant does not review, monitor, operate, or control the Third-Party
Websites, and it makes no guarantees, representations, or warranties as to, and shall have no liability for, the content available on or
through or the functioning of the Third-Party Websites. By providing access to Third-Party Websites, we are not recommending or
otherwise endorsing the products or services provided by the sponsors or owners of the Third-Party Websites. Your access or use of
the Third-Party Websites, including providing information, materials, or other content to the Third-Party Websites, is entirely at your
own risk. Xevant has the right to discontinue links to any Third-Party Websites at any time and for any reason, without notice.

10. Modification of Terms

10.1. Changes to the Terms. We may change these Terms from time to time and without prior notice. Any such modification will be
effective as soon as we post it, and we will always post the most current version of these Terms. We may notify you if we make a
change that we, in our sole discretion, deem material; you agree, however, that you will review these Terms periodically for any
change. By continuing to use our Services or Sites after we post updated Terms, you agree, except as provided in the Arbitration
Agreement, to be bound by the updated Terms, and that, if you do not assent to the updated Terms, you will stop using our Services
or Sites.


10.2. Additional Terms. We may also post or link additional terms, policies, rules or guidelines applicable to our Services, Sites, or
certain features, such as end-user license agreements, or other agreements or rules applicable to particular features, promotions or
content on the Services or the Sites (collectively, the “Additional Terms”). Your use of our Services and Sites is subject to any
Additional Terms, and those terms are incorporated into these by reference.

11. Dispute Resolution

Xevant encourages you to contact us at clientsuccess@xevant.com if you have concerns or complaints about the Services, Sites, or
Xevant. Generally, complaints can be satisfactorily resolved in this way. In the unlikely event that you are not able to resolve your
concerns informally, you and Xevant each agree to resolve all disputes through binding arbitration or a small claims court rather
than lawsuits in courts of general jurisdiction, jury trials, or class actions. Arbitration is more informal than a lawsuit. Arbitration uses
a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by
courts. Arbitrators can award the same damages and individual relief affecting individual parties that a court can award, including
an award of attorneys’ fees if the law allows. In addition, under certain circumstances (as explained below), Xevant will pay you more
than the amount of the arbitrator’s award if the arbitrator awards you an amount that is greater than what Xevant has offered you
to settle the dispute.

12. Arbitration Agreement

12.1. Agreement to Arbitrate. Any dispute relating in any way to your visit to, or use of, the Site or the Services, to the products you purchase through the Site or the Services, or to your relationship to Xevant (“Claims”) will be exclusively submitted to confidential and binding arbitration in Salt Lake City, Utah, including based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Utah. The Party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Xevant agree in writing, and the arbitrator shall apply Utah law consistent with the Federal Arbitration Act. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below. American Arbitration Association Website: www.adr.org 12.2. Arbitration Procedures. A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms, in which case these Terms will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each Party to the arbitration will bear the expense of that Party’s attorneys, experts, and witnesses, and other expenses, regardless of which Party prevails, but a Party may recover any or all expenses from another Party if the arbitrator, applying applicable law, so determines. The arbitrator’s award is final and binding on the Parties. 12.3. Commencement Deadline. ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES. AS NOTED ABOVE, YOU AND XEVANT HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL. 12.4. Claims in Small Claims Court. We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration. 12.5. Opt-Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Xevant can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Xevant in writing no later than thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Xevant username (if any), the email address you used to set up your Xevant account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: clientsuccess@xevant.com. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us. 12.6.Survival. This Arbitration Agreement will survive any termination of your relationship with Xevant.

13. General Terms

13.1. Governing Law. These Terms shall be governed by the laws of the State of Utah, without giving effect to any laws, rules or
provisions of Illinois that would cause the application of the laws, rules or provisions of any jurisdiction other than Utah. This Section
is only intended to specify the use of Utah law to interpret these Terms and it does not create any other substantive right to non-
Utahns to assert claims under Utah law whether by statute, common law, or otherwise.

13.2. Assignment. You will not assign, delegate, or otherwise transfer these Terms. Any attempt by you to assign, delegate, or
transfer these Terms will be null and void. We may assign, delegate, or otherwise transfer these Terms, in whole or in part, without
your consent. Subject to this Section, these Terms will be binding on each Party and each Party’s successors and assigns.

13.3. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable,
that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of
these Terms will continue in full force and effect.

13.4. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed
by the Party so waiving.

13.5. Cumulative Remedies. All remedies provided for in these Terms are cumulative and in addition to any other rights and
remedies available to either party at law, in equity or otherwise.

13.6. Changes to the Services and Sites. We reserve the right, at any time and in our sole discretion, to amend, modify, suspend, or
terminate the Services and the Sites, and any part thereof without notice to you. Xevant shall have no liability to you or any other
person or entity for any modification, suspension, termination, or loss of information.

13.7. Term, Suspension and Termination.

(a) These Terms will remain in full force and effect while you use the Services or Sites. You may terminate your use of the Services or
Sites at any time.

(b) Xevant may terminate, suspend, or limit Your access to or use of the Services or Sites at any time if: (i) You violate these Terms;
(ii) in the sole discretion of Xevant, such action is necessary to prevent material errors or harm, or to limit Xevant’s liability; or (iii) You
attempt to access or use the Services or Sites in an unauthorized or unlawful manner.

(c) Any provisions of these Terms that would, by their nature, survive the termination or expiration of these Terms shall so survive.

13.8. Headings. The headings of the sections contained in these Terms are for convenience only and shall not be deemed to control
or affect the meaning or construction of any provision of the Terms.

13.9.Entire Agreement. Except as provided in these Terms or other terms incorporated by reference into these Terms, these Terms
supersede all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, oral and written. No
oral or written information or advice given by us, our agents, or our employees will create a warranty or in any way increase the
scope of the warranties or obligations under these Terms.

13.10. Notification.

(a) By entering into and accepting these Terms, you agree and consent to receive electronically all communications, agreements,
notices, documents and disclosures relating to these Terms and your use of the Services or Sites (collectively, “Communications”) as
permitted by the Electronic Signatures in Global and National Commerce Act, 15 USC §7001, et seq. (“E-SIGN Act”) and the Uniform
Electronic Transactions Act. Communications include agreements and policies you agree to (for example, and not by way of
limitation, these Terms, including the Privacy Policy), including updates to these agreements or policies; annual disclosures;
transaction receipts or confirmations; statements and transaction history; and any other transaction information or other
information related to the Services or Sites. You have the right to withdraw your consent at any time. To withdraw consent, you may
send a written request by certified mail, postage prepaid and return receipt requested, to Xevant at 3300 Ashton Blvd, Lehi, UT
84043. If consent is withdrawn, Xevant reserves the right to discontinue your access to the Services or Sites, terminate any and all
agreements with you, and/or charge you additional fees for paper copies.

(b) Notices to us under these Terms will be provided via email to clientsuccess@xevant.com.

13.11. Force Majeure. Neither you nor Xevant shall be liable or responsible to the other, nor be deemed to have defaulted under or
breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such
failure or delay is caused by or results from a Force Majeure Event. “Force Majeure Event” means acts beyond the affected Party’s
reasonable control, including acts of God—flood, fire, earthquake or explosion—war; invasion; hostilities (whether war is declared or
not); terrorist threats or acts; riot or other civil unrest; actions, embargoes or blockades in effect on or after the date of these Terms;
action by any governmental authority; global health pandemic; or national or regional emergency.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM,
AND AGREE TO BE BOUND BY THEM.