THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.  THE SERVICES ARE PROVIDED BY CUSTOM SOLUTIONS GROUP LLC.

YOU ACCEPT THIS AGREEMENT AND ITS TERMS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on October 27, 2014. It is effective between You and Us as of the date of You accepting this Agreement. This Agreement may be updated from time-to-time and your continued use of the Services confirms your acceptance of the modified Agreement.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means Our services that are provided on a test or beta platform.

“Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as more fully described in the Documentation.  Content shall not include any source code.

“Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via https://support.mentorhq.com or via login to the applicable Service.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm or with a significant likelihood to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Mentor” means a named individual who is authorized by You to use a Service and for whom You have ordered a Mentor subscription in an Order Form.  A Mentor may be an employee, consultant, contractor, agent, and third parties with which You transact business.  A Mentor is a special class of user of the service with unique capabilities.

“Non-Custom Solutions Group Applications” means a Web-based service or offline software application that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by and/or for You.

“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“Services” or “Mentor Service” means the products and services that are ordered by You under a free trial or an Order Form and made available online by Us, including associated offline components, as described in the Documentation. “Services” exclude Content and Non-Custom Solutions Group Applications.

“User” means an individual who is authorized by You to use a Service, Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.  Users are an included function of the Service.

“We,” “Us” or “Our” means the Custom Solutions Group company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

“Your Data” means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content and Non-Custom Solutions Group Applications.

2. FREE TRIAL

If You are approved by Us for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL.

NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL ALL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Please review the User Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

3. OUR RESPONSIBILITIES

• Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available an average of 99% of the time, except for: (i) planned downtime or emergency maintenance, and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-Custom Solutions Group Application, or denial of service attack.
• Protection of Your Data. We will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, reasonable measures for preventing access, use, modification or disclosure of Your Data by Our personnel to unauthorized third-parties except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.
• Our Personnel. We are responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
• Beta Services. From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a similar description. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available as Purchased Services. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available as Purchased Services. We have no liability for any harm or damage arising out of or in connection with a Beta Service.

4. USE OF SERVICES AND CONTENT

• Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
• Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to the Mentor class of user, and the Service or Content may not be accessed by more than that number of Mentors, (b) a Mentor or User’s password may not be shared with any other individual, and (c) a Mentor’s identification may be deactivated and reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. At Our discretion, You also may be charged for the additional quantities of the applicable Services or Content used of the usage allowed for Your Purchased Services.
• Your Responsibilities. You (a) are responsible for Users’ compliance with this Agreement, (b) are responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) must use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) must use Services and Content only in accordance with the Documentation and applicable laws and government regulations, (e) must comply with terms of service of Non-Custom Solutions Group Applications with which You use Services or Content, (f) must be in compliance with all other contractual obligations you have to Us, (g) must safeguard the password and login information to the Services so that no unauthorized access or use of the Services or Content occurs from Your account(s), and (h) must obtain any and all insurance policies related to Your business’s use of the Services.
• Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use a Service to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (e) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (f) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (g) copy a Service or any part, feature, function or user interface thereof, (h) copy reproduce, modify, or translate Content except as permitted herein or in an Order Form or the Documentation, (i) access any Service or Content in order to build a competitive product or service, or (j) dissemble, reverse engineer, or translate any Service.
• Removal of Content and Non-Custom Solutions Group Applications. If We are required by contract or law to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Custom Solutions Group Application hosted on a Service by You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Custom Solutions Group Application or modify the Non-Custom Solutions Group Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Custom Solutions Group Application until the potential violation is resolved.
• Support Services and Updates. General maintenance, updates, and patches will be made from time-to-time by Us, in our sole discretion, to enhance and maintain the Services. We will also provide general customer support to You to assist with the general functionality of the Services.  However, any customization services or other special services are subject to You agreeing to a Professional Services Agreement with Us and You will be billed separately from Your Subscription for such service.
• Error Correction. If you experience any errors while using the Services, You hereby agree to promptly notify Us about the error.
• Backups. We backup Our system from time-to-time; however, You are responsible for maintaining Your own backups of all data, subject to the terms of this Agreement.

5. NON-CUSTOM SOLUTIONS GROUP PROVIDERS

• Acquisition of Non-Custom Solutions Group Products and Services. We or third parties may make available third-party products or services, including, for example, Non-Custom Solutions Group Applications and implementation and other consulting services. Any acquisition by You of such non-Custom Solutions Group products or services, and any exchange of data between You and any non-Custom Solutions Group provider, is solely between You and the applicable non-Custom Solutions Group provider. We do not warrant or support Non-Custom Solutions Group Applications or other non-Custom Solutions Group products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form.
• Non-Custom Solutions Group Applications and Your Data. If You install or enable a Non-Custom Solutions Group Application for use with a Service, You grant Us permission to allow the provider of that Non-Custom Solutions Group Application to access Your Data as required for the interoperation of that Non-Custom Solutions Group Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-Custom Solutions Group Application.
• Integration with Non-Custom Solutions Group Applications. The Services may contain features designed to interoperate with Non-Custom Solutions Group Applications. To use such features, You may be required to obtain access to Non-Custom Solutions Group Applications from their providers, and may be required to grant Us access to Your account(s) on the Non-Custom Solutions Group Applications. If the provider of a Non-Custom Solutions Group Application ceases to make the Non-Custom Solutions Group Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

• Fees. You shall pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
• Invoicing and Payment. You must provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
• Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
• Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our Services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to You.
• Payment Disputes. If You have a payment dispute, You must promptly contact Us at: 400 S. Main St. Suite 300, Royal Oak, Michigan 48067 or https://support.mentorhq.com.
• Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
• Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

7. SUBSCRIPTION, PROPRIETARY RIGHTS AND LICENSES

• Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
• Subscription to Use Content. We grant to You a worldwide, limited-term subscription, under Our applicable intellectual property rights and licenses, to use Content pursuant to and consistent with the Order Forms, this Agreement and the Documentation.
• License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, royalty-free limited-term license to host, copy, transmit and display Your Data, and any Non-Custom Solutions Group Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any Non-Custom Solutions Group Application or program code, or other intellectual property owned by You.
• License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

8. CONFIDENTIALITY

• Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
• Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.
• Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

• Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
• Our Warranties. We warrant that (a) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards used by Us and the Services for protection of the security, confidentiality and integrity of Your Data, (b) We will not intentionally and materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will reasonably perform in accordance with the applicable Documentation, (d) subject to Section 5.3 (Integration with Non-Custom Solutions Group Applications), We will not intentionally and materially decrease the functionality of the Purchased Services during a subscription term, (e) except to the extent it conflicts with another term of this Agreement, all of Your Data remains Your property; and (f) the Purchased Services and content does not contain any Malicious Code created by Us. For any breach of an above warranty, Your exclusive remedies are those described in Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).
• Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PURCHASED SERVICES, CONTENT, BETA SERVICES, AND GENERAL CUSTOMER SUPPORT PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER EXCEPT AS EXPLICITLY STATED HEREIN. WE FURTHER DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. MUTUAL INDEMNIFICATION

• Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 9.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Custom Solutions Group Application or Your breach of this Agreement.
• Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and shall indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, and (b) give You all reasonable assistance, at Your expense.
• Exclusive Remedy. Section 10.1 states Our sole liability to, and Your exclusive remedy against Us for any type of claim described in Section 10.1.

11. LIMITATION OF LIABILITY

• Limitation of Liability. OUR MAXIMUM TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST INCIDENT WHERE DAMAGES ARE CLAIMED. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).
• Exclusion of Consequential and Related Damages. IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF YOU ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES.
• Downtime. Any Claim related to allegations of excessive downtime shall be limited to the prorata value of the downtime greater than the amount stated in Section 3.1, calculated by the running coverage from the past 30 days, multiplied by the amount charged to You, and paid by You, for the past 30 days; provided that no such refund shall be given unless the downtime exceeds seven percent (7%) of the total time over the prior 30-day period.

12. TERM AND TERMINATION

• Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated. You shall not use the Services or Content after Your subscription expires or has terminated.
• Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be no greater than 7% of the pricing during the immediately prior term, unless the pricing in the prior term was designated in the relevant Order Form as promotional or one-time pricing, in which case the renewal pricing shall be Our then-current retail pricing for the Services.
• Termination. You may terminate this Agreement for cause (i) upon 30 days written notice to Us of a material breach and if such breach remains uncured at the expiration of such period, or (ii) if We becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We may terminate this Agreement immediately upon any material breach by You except as stated in Section 6.4.
• Refund or Payment upon Termination. If this Agreement is rightfully terminated by You in accordance with Section 12.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You shall pay any unpaid fees covering the remainder of the term of all Order Forms, plus applicable interest and all other charges due or owing by You under this Agreement. In no event will termination relieve You of Your obligation to pay any fees, costs, or expenses payable to Us for the period prior to the effective date of termination.
• Surviving Provisions. The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Portability and Deletion of Your Data,” “Who You Are Contracting With, Notices, Governing Law and Jurisdiction,” and “General Provisions” shall survive any termination or expiration if this Agreement.

13. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

• General. You are contracting with Custom Solutions Group, LLC, a Delaware limited liability company located at 400 S. Main St. Suite 300, Royal Oak, Michigan 48067.
• Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You on the Order Form. Any notice to Us must be sent to the address listed in Section 13.2, postage prepaid and properly addressed.
• Agreement to Governing Law, Jurisdiction, and Dispute Resolution. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Michigan and controlling United States Federal law. Each party agrees to the applicable governing law without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the state and federal courts with jurisdiction in Royal Oak, Michigan.  Prior to initiating any lawsuit against Us, You must offer and attend an in-person professional mediation session with a reputable mediator located in the aforementioned jurisdiction.  If the parties cannot agree on a mediator, We may unilaterally select a mediator.  The cost of the mediator shall be split equally between You and Us.
• No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Custom Solutions Group company. Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.

14. GENERAL PROVISIONS

• Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
• Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at legal@csgglobal.com
• Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties hereby agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void and unenforceable to the extent it conflicts with the terms of this Agreement and was not specifically agreed to by Us, in writing, and signed by an Officer of Our company. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
• Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent, which may be withheld for any good reason.
• Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
• Third-Party Beneficiaries. Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.
• Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
• Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.