DATTO WORKPLACE™ END USER LICENSE AGREEMENT (EULA)

Last Modified: April 24, 2019

Welcome to Datto Workplace™.

IMPORTANT - READ CAREFULLY:

THIS DATTO WORKPLACE™ END USER LICENSE AGREEMENT IS A LEGAL CONTRACT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY DESCRIBED AS THE USER ON THE ORDERING WEBPAGE (THE "USER") AND AUTOTASK CORPORATION, A DELAWARE CORPORATION, WHOSE PRINCIPAL PLACE OF BUSINESS IS AT 26 TECH VALLEY DRIVE, SUITE 2, EAST GREENBUSH, NY 12061.

THE TERMS GOVERN THE USER'S ACCESS TO, AND USE OF THE SOONR, INC PRODUCTS AND SERVICES, NOW KNOWN AS DATTO WORKPLACE™ SERVICES AND WEBSITES ("SERVICES"), THAT ARE PROVIDED OR MADE AVAILABLE TO BY AUTOTASK CORPORATION OR AN AUTOTASK SUBSIDIARY (INCLUDING WITHOUT LIMITATION SOONR INC) (COLLECTIVELY REFERRED TO AS "AUTOTASK", "WE", "US") OR THEIR AUTHORIZED RESELLERS.

AUTOTASK IS WILLING TO GRANT THE RIGHTS TO USE THE DATTO WORKPLACE SERVICES TO THE USER ONLY UPON THE CONDITION THAT THE USER ACCEPTS ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.

READ THIS AGREEMENT CAREFULLY BEFORE YOU CLICK ON THE "ACCEPT" BUTTON. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN BY CLICKING ON THE "ACCEPT" BUTTON, OR OTHERWISE BY ACCESSING OR USING ANY SERVICES OFFERED ON THIS WEBSITE, INCLUDING ANY FREE TRIAL, YOU ACKNOWLEDGE THAT (1) YOU ARE AN OFFICER OR OTHER OFFICIAL OF THE USER, WHO IS AUTHORIZED TO ENTER INTO THIS AGREEMENT FOR AND ON BEHALF OF THE USER, AND (2) YOU HAVE READ, UNDERSTAND AND AGREE THAT THE USER SHALL BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, CLICK ON THE "DECLINE" BUTTON AND ACCESS WILL TERMINATE. IF YOU ARE NOT AUTHORIZED TO ENTER INTO AND BIND THE USER TO THIS AGREEMENT, YOU MUST CLICK ON THE "DECLINE" BUTTON.

1. Scope of EULA

1.1 The terms and conditions set forth below are referred to as the "Universal Terms". The Universal Terms incorporate by this reference the terms of the Autotask Privacy Policy (which can be reviewed at www.autotask.com/privacy-policy.)

1.2 The Universal Terms also incorporate by this reference any Legal Notices applicable to the specific Services you may use, as may be updated by us from time to time. All of these are referred to as the "Additional Terms." Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. If there is any conflict between the Additional Terms and the Universal Terms, then the conflicting terms of the Additional Terms shall control.

1.3 The Universal Terms, together with the Privacy Policy and Additional Terms are the "Terms" and form a legally binding agreement between you and Autotask in relation to your use of the Services. It is important that you take the time to read them carefully.

1.4 The Terms govern your full use of the Services as well as any demo or trial of the Services.

1.5 Notice to Customers that have purchased Services from our authorized resellers or cloud service providers ("Resellers"):

If you have purchased the Services through a Reseller, you acknowledge that (i) payment and delivery terms for the Services must be established separately and independently between you and the Reseller; (ii) the Terms constitute the entire agreement between you and Autotask regarding the license rights for the Services and are controlling; (iii) the terms and conditions of any purchase order or any other agreement between you and the Reseller are not binding on Autotask; (iv) the Reseller is not authorized to alter, amend or modify the Terms or to otherwise grant any license or other rights relating in any way to the Services and Software; and (v) your nonpayment of any amount due to a Reseller shall constitute a basis for Autotask's termination of your right to use the Services. You further acknowledge that Autotask makes no representation or warranty with regard to any services provided by any Reseller, or any actions or failures to act by any Reseller.

2. Requirements for Registration.

2.1 The Services are intended and offered only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such services. AWP DOES NOT OFFER SERVICES WHERE PROHIBITED BY LAW. By registering for and/or by using the Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to these Terms, and that you will use the Services only in accordance with these Terms and with all applicable laws.

2.2 You agree to provide accurate and complete information when you register for the Services and you agree to keep such information accurate and complete during the entire time that you use the Services.

2.3 We or our Reseller(s) may ask you from time to time to establish a user name or password to access or use the Services. You are solely responsible for any consequences arising in whole or in part out of your failure to maintain the confidentiality of your username and/or password.

3. Modifications to the Terms.

Autotask Corporation may update and change any part or all of the Terms. If we update or change these Universal Terms, the updated version will be posted at: http://www.autotask.com/assets/terms/2016/04/autotask-workplace.htm and we will notify you via email at the address you provided to us. The updated Universal Terms will become effective and binding thirty calendar days after it is posted. When we change the Universal Terms, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically. If you do not agree with a modification to the Terms, you must notify Autotask in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your Services will continue to be governed by the terms and conditions of the Terms prior to modification for the remainder of your current subscription term. Upon renewal, the Terms published by Autotask on our website will apply.

4. Acceptable Use of the Services - Fair Use Policy.

4.1 AUTOTASK SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE SERVICES TO USERS WHO ARE DEEMED BY AUTOTASK TO BE USING THE SERVICES IN A MANNER NOT REASONABLY INTENDED BY AUTOTASK OR IN VIOLATION OF LAW, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A USER'S ACCOUNT WITH AUTOTASK.

4.2 The Services are designed to serve the needs of particular types of users, such as individual consumers, SMB, Enterprise Level Businesses, Higher Education etc. If you have registered for a Service that is inappropriate for your actual usage, Autotask may require you to switch to an appropriate Service which may result in your having to pay Autotask additional fees for use of the appropriate Service, or to terminate your Services and refund, on a prorated basis, fees you may have paid on the unused portion of your subscription.

4.3 Autotask may, in its sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of Services and to prevent abuses. As part of these practices, Autotask reserves the right to monitor its systems to identify excessive consumption of network resources and to take such technical and other remedies as we deem appropriate. Your consumption of Services may be deemed excessive if, within any month, your usage greatly exceeds the average level of monthly usage of Autotask's customers, generally. In the event you are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan or Service that will permit you to continue to use the Services. We reserve the right to terminate or suspend your right to use the Services, without prior notice in the event of a violation of this policy.

4.4 Criteria for determining excessive use may include but is not limited to: amount of storage, number of stored files and size of files among others. Autotask reserves the sole right for determining fair usage of the service in a manner that it was intended.

5. Software License.

5.1 Subject to the Terms, Autotask hereby grants you a limited, personal, non-sublicensable, non- transferable, nonexclusive license to download, install and use the software provided to you as part of the Services (the "Software") on the number of computers or multiple mobile devices specified. The Software may be used only to access Services, and must be used in accordance with any instructions provided to you by Autotask. The term "Software" also includes any documentation (whether included in the download or accessible online), and any Updates provided by Autotask pursuant to Section 7 below.

5.2 Software is licensed, not sold to you, and is licensed only for your personal use. You may not sell, assign, rent, lease, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to all or any part of the Software. You may not modify, reverse-engineer, decompile, disassemble, or attempt to discover the source code, structure or sequence, or otherwise hack, the Software, and have no rights to create derivative works from the Software.

5.3 You agree that the Software may be incorporated into, and may include, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated into the Software falls under the scope of the Terms.

5.4 Any other third party software or technology that may be distributed together with the Software will be subject to you accepting a license agreement with that third party.

6. Your Conduct. As a condition of your use of the Services, you agree that you will not use the Services for any unlawful purpose. Without limiting the foregoing, you agree that you will not use the Services: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate any content in any form or format that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws or community standards; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You are solely responsible for all Content (as defined in section 8.4) that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you will be solely responsible for any damage to any party resulting there from.

7. Modifications to the Services; Support and Updates. Autotask reserves the right to modify, add, or remove features or functions to or from the Services, or to provide programming fixes, enhancements, updates and upgrades, to the Software (collectively "Updates"). The Software which you use may automatically download and install Updates from time to time from Autotask. You agree that Autotask has no obligation to provide you with Updates, or make available to you any subsequent versions of the Software. You also agree that you may have to enter into a renewed version of the Terms if you want to download, install or use an Update. Your license to an existing version of the Software may, at Autotask's discretion, expire when new versions of Software are released. You acknowledge and agree that Autotask, in its sole discretion, may modify, discontinue or suspend your ability to use any version of the Software or any Service, and/or disable any Software you may already have accessed or installed without any notice to you, for the repair, improvement, and/or upgrade of the underlying technology, or for any other reason. All support services are provided in the English language.

8. Privacy and Data Protection.

8.1 Your use of the Services signifies acknowledgment of and agreement to the Privacy Policy (as defined in section 1.1), as may be amended by Autotask from time to time.

8.2 We take commercially reasonable precautions to ensure the privacy of your data. We store your content in geo-redundant data centers physically located in the Unites States, Denmark, Canada, or Australia (AWP Region). By default, the location of your AWP account and your stored content will be assigned to one of these AWP Regions based on your source IP address when you initially create your account. By way of example, if you are located in the United States when you initially create your account, your Content will be stored in the Unites States, and if you are located in the UK or Germany when you initially create your account, your Content will be stored in Denmark. Your Content will always remain in the AWP Region it has been assigned regardless of where you access your account after you have created it. Under certain circumstances, you may have the option of specifying the AWP Region in which your Content will be stored. We will not move your Content from your assigned AWP Region without notifying you, unless required to comply with the law or lawful requests of government entities. You acknowledge and agree that storing your Content in a specific AWP Region may subject you to additional laws and regulations specific to that AWP Region and that AWP is authorized to take all necessary and appropriate actions to ensure your account in a specific AWP Region remains compliant with all relevant and applicable laws and regulations.

8.3 If you have designated a person (whether by email, by registering such person with us or a Reseller, by granting such person access to your username and password or by having your computer registered for the Services where another party is paying for the backup of your files) to have access to your Content (as defined below), you hereby authorize us or our Reseller to give such designated person access to your Content and personal information, including without limitation in the event of your death or incapacity.

8.4 The Service allows users to store and exchange information, materials, data, files, programs, ideas and opinions ("Content"). Users have a choice regarding which Content (which under your sole control may contain personally identifiable information and/or sensitive information), they upload to our servers and which (if any) other users they provide access to those files and folders. You are solely responsible for the selection of the Content you upload and the other users you choose to share such Content with.

8.5 You agree that we or our Resellers and suppliers may access user accounts, including Content, to respond to service or technical problems or at your request. You acknowledge that we may allow Resellers to access the Services environment, including your Content (as defined in section 8.4), as required for the provision of the Reseller Services to you.

9. Administrators, Team Members, and Connections.

9.1 Certain Services operate under an "Administrator", "Team Member" and "Connection" seat license hierarchy. Administrators are those users who are authorized to perform administrative and billing functions, and to manage the accounts of other end users within the team. In the creation of a new end user account, the new subscriber is the "Default Administrator". All Administrators are responsible for billing issues related to their Team Members and Connections, and Administrators can at their sole discretion terminate a Team Member's or a Connection's account.

9.2 A "Team Member" seat license is for regular and unrestricted users of the Services who are the individuals themselves, or are the direct employees of entities or organizations that have contracted with Autotask or a Reseller to make the Services available to the team. When a Team Member is created for the first time, such persons may also be given "Administrator" rights based on their role by the Default Administrator.

9.3 A "Connection" seat license may have limited rights and capabilities and are typically not allocated individual storage. There may be Legacy Connections with different capabilities.

9.4 You acknowledge and agree that every regular user of the Services who is a direct employee of an entity or organization that has contracted with Autotask or a Reseller to make the Services available to the team, requires a Team Member seat license and may not use a Connection seat license.

9.5 You acknowledge and agree that we or the Reseller through whom you purchased the Services may create and manage user accounts, allocate storage and assign permissions.

10. Term and Termination of Services.

10.1 Term of Services. We will provide the Services for the initial term you have selected when registering with us or a Reseller. Unless you notify Autotask or the Reseller, as applicable, by email, no later than thirty (30) days prior to the conclusion of the term of your subscription, your Services will automatically renew for the same term. If you have purchased the Services from us, Autotask will charge your credit card on the first day of the renewal term. Except for your or Autotask's termination rights as set forth in these Universal Terms, the initial term and renewal terms are non-cancelable.

10.2 Without limiting other remedies, Autotask may limit, suspend, or terminate its legal agreement with you, terminate your use of Software, prohibit access to the Services and delete your user account, effective immediately, if (i) Autotask believes that you are in breach of the Terms, creating problems, possible legal liabilities, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons, (ii) if Autotask is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful), (iii) if Autotask is transitioning to no longer providing the Services to users in the country in which you reside or from which you use the Service, or (iv) the provision of Services to you is no longer, in Autotask's opinion, commercially viable. Autotask shall effect such termination by providing notice to you to the email address you have provided, and/or by preventing your access to your user account.

10.3 You may terminate the Service prior to the expiration of the then current subscription term only for cause, i.e. a material breach by us of these Universal Terms, provided that you provide Autotask notice of such breach and that we have not cured the breach within 30 days of you notifying us of the breach.

10.4 Upon termination, you may request a file of your data, which Autotask will make available for a fee. You must make such request within thirty (30) days of the effective date of termination. Otherwise, ANY DATA YOU HAVE STORED ON THE DATTO WORKPLACE™ SYSTEMS MAY NOT BE RETRIEVED, and Autotask shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party. You agree that Autotask may retain (but shall have no obligation to retain) your Content for a period after your account has been terminated, expired, or otherwise lapsed, as part of Autotask's marketing to you of the opportunity to purchase, renew, or extend your account.

10.4.1 If a Team account terminates, all Team Member accounts will be terminated as well. Upon termination of your account, you will receive a FINAL termination notice stating that your data will be deleted from our system.

10.5 In addition to other termination provisions, trial and demo accounts are subject to termination if: (a) you do not engage in any activity within thirty (30) days of registration, or (b) you do not engage in any activity for any period of sixty (60) consecutive days. We will send you an email reminding you of our policy and informing you that your account will be closed within seven (7) days unless you begin to use the account during that period. At the conclusion of that seven (7) day period, absent any such activity we will close the account. ANY DATA YOU MAY HAVE STORED WILL BE LOST.

10.6 Upon termination and the cancellation of your account (a) you acknowledge and agree that all licenses and rights to use the Services and Software shall terminate, and (b) you will cease any and all use of the Software, and (c) you will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control. Following termination Autotask reserves the right to retain data required for account settlement or billing purposes. The provisions of the following Sections shall survive such termination, expiration, or cancellation, and you agree to remain bound by those terms: 1, 3, 5.2, 6, 10, 12, 13, 15, 16, 17, 20, 21 and 22.

10.7 Autotask will not be liable for any damages caused by the termination of your agreement with Autotask or a Reseller, for any reason.

11. Subscription Level.

During the ordering process with Autotask or a Reseller, you will be required to confirm acceptance of your order, including the number of named users, connections, storage space and other license metrics as applicable you purchase initially. You may purchase at any time additional named users, connections or storage space at our or our Reseller's then-prevailing rates. If you purchase the Services from us, any such named users, connection and other license type added beyond the quantity you originally purchased shall continue, and associated fees are due, for the remainder your then current subscription term. During a given Service term, you may not downgrade your subscription level or decrease the purchased quantity. Fees are due for the purchased quantity, including that added after your original purchase, and are not refundable even if you are not fully using all named users, connections or other licenses.

12. Fees; Suspension of Service.

12.1 Autotask reserves the right to change the fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you which will be sent by email to the address you provided to us.

12.2 If payment is not received by end of a given monthly period of thirty (30) days, your account will be temporarily suspended and all shared files will be turned off until all outstanding payments have been processed by Autotask. Autotask will remind you of the suspended state of your account every seven (7) days for a period of one (1) month. Seven (7) days before the termination date, Autotask will send a FINAL REMINDER to you that your suspended account will be terminated and your DATA DELETED if you do not settle your outstanding balance.

12.3 It is solely your responsibility to settle the outstanding balances of your account in a timely manner and maintain updated billing information. If payment is not made within ninety (90) days, your account will be terminated and all Content will be deleted.

13. Intellectual Property Rights.

13.1 Autotask and its licensors shall retain all title, ownership rights, and intellectual property rights in and to the Services and Software, and any copies or portions thereof. The Services and Software are protected by patent, copyright and other intellectual property laws. All trademarks, service marks or other similar items appearing in the Services are the property of their respective owners, including Autotask Corporation, Soonr, Inc or their affiliates and licensors. You agree not to take any action to jeopardize, limit, or interfere in any manner with Autotask's (or its licensors') ownership of or rights with respect to the Services or Software. Except for the rights specifically granted to you in the Universal Terms, all rights in and to the Services and Software are reserved, and no implied licenses are granted by Autotask. You will maintain and not remove or obscure any proprietary notices on the Software, and will reproduce such notices exactly on all permitted copies of the Software.

13.2 You hereby represent and warrant that you have all necessary rights in and to all Content you provide and all information contained therein. By registering to use the Services, you understand and acknowledge that Autotask and its Resellers and contractors retain an irrevocable, royalty-free, worldwide license to use, copy, process, transmit and display such Content for the sole purpose of providing to you the Services for which you have registered. As between you and Autotask, you continue to retain all ownership rights in any Content you provide and shall remain solely responsible for your conduct, your and your users' Content, and any material or information transmitted to other users for interaction with other users. Autotask does not claim any ownership rights in any of your Content.

14. Copyright Complaints and Removal Policy.

14.1 It is Autotask's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. Autotask does not permit material infringing copyright law on its equipment or network, and reserves the right to remove from Autotask's servers any content that infringes any copyright or other intellectual property rights.

14.2 If you believe that content hosted by us infringes a copyright, please provide the Autotask Agent for Notice of claims of copyright or other intellectual property infringement ("Agent") the written information specified below: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed upon; (3) A description of where the material that you claim is infringing is located on the our website; (4) your address, telephone number, and e-mail address; (5) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. The Agent for Notice can be reached by submitting a ticket on our help page.

14.3 If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act.

15. Indemnity. You agree that Autotask shall have no liability whatsoever for any use you make of the Services or Software. You agree to indemnify, defend and hold Autotask harmless from and against any and all claims, damages, liabilities, and costs and fees (including reasonable attorneys' fees), in connection with or arising out of your (a) violation or breach of any term of the Universal Terms or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, (c) use or misuse of the Services or Software, or (d) any upload, download or dissemination or your Content by means of the Services.

16. WARRANTY DISCLAIMER. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, AND AUTOTASK AND ITS LICENSORS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. AUTOTASK AND ITS LICENSORS MAKE NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR OTHERWISE MEET YOUR EXPECTATIONS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE UNIVERSAL TERMS. AS SOME JURISDICTIONS DO NOT ALLOW SOME OF THE EXCLUSIONS OR LIMITATIONS ABOVE, THEY MAY NOT APPLY TO YOU.

17. LIMITATION OF LIABILITY. IN NO EVENT SHALL AUTOTASK OR ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS (OR ANY OF THE FOREGOING ENTITIES' OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF THE DOWNLOAD, USE, OR INABILITY TO USE THE SERVICES OR SOFTWARE. IN NO EVENT WILL THE MAXIMUM CUMULATIVE LIABILITY OF AUTOTASK UNDER THE TERMS, EXCEED THE FEES YOU HAVE PAID TO AUTOTASK IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR IF NONE PAID, $100. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE OR SERVICE IS TO DEINSTALL THE SOFTWARE AND CEASE USE OF THE SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

18. Government Use. If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the Software by the Government shall be governed solely by the Universal Terms.

19. Export Controls. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and you shall not use the Services to export, or allow the export or re-export of Content in violation of any such restrictions, laws or regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws.

20. Applicable Law. The laws of the State of Delaware will govern the Terms, without reference to conflicts of law principles. The United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transaction Act do not apply to the Terms. The sole and exclusive jurisdiction and venue for actions arising under the Terms shall be the Delaware Chancery Court; you hereby agree to service of process in accordance with the rules of such court.

21. Miscellaneous.

21.1 Entire Agreement. The Terms set forth the entire understanding and agreement between you and Autotask with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected thereby.

21.2 Third Party Fees. You are responsible for fees associated with the operation of your mobile device and personal computer, such as messaging charges and airtime, and the costs of Internet access.

21.3 Waivers. Autotask's failure to act with respect to a breach of the Terms by you or others does not constitute a waiver and shall not limit Autotask's rights with respect to such breach or any subsequent breaches.

21.4 No Assignment by You. Your agreement with Autotask is personal to you and may not be assigned or transferred for any reason whatsoever.

21.5 Assignment by Autotask. Autotask expressly reserves the right to assign its agreement with you and to delegate any of its obligations hereunder.

21.6 Language. The original English version of the Terms may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of the Terms, the English language version shall prevail.

21.7 Electronic Communications and Signatures. You hereby agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

22. Notice to Customers that are Covered Entities under HIPAA. Unless you and Autotask otherwise agree in writing as described in this Section, you agree not to cause, or otherwise request, Autotask to create, receive, maintain, or transmit Protected Health Information ("PHI") (as that term is defined at 45 C.F.R. § 160.103) in connection with the Services or in any manner that would make Autotask a business associate (as that term is defined at 45 C.F.R. § 160.103). You are solely responsible for determining that the services satisfy your obligations under law or contract, including whether you are subject to the Health Insurance Portability and Accountability Act of 1996 and the rules and the regulations thereunder, as amended, including with respect to the Health Information Technology for Economic and Clinical Health Act (collectively, "HIPAA") and whether you intend to use the Services in connection with PHI. In the event that you wish to use the Services in connection with PHI, then you may request that you and Autotask enter into a business associate agreement ("BAA"). In the event Autotask agrees to enter into a BAA with you, you agree that you may incur additional charges and fees and that the BAA shall govern Autotask's receipt, creation, maintenance, and transmission of PHI under HIPAA and the Terms.