Click-Wrap Software License Agreement

Means Licensee's employees, consultants, contractors, and agents who are authorized by Licensee to access and use the Services under the rights granted to Licensee under this Agreement and any other applicable agreements between Licensee and GIG.

Means GIG's end-user documentation relating to the Services made available to Licensee by GIG.

Means the Services, Documentation, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by GIG or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or GIG's business.

Means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or an Authorized User through the Services.

Means GIG's software-as-a-service offerings and related services as described in Schedule A, as such services may be modified, updated, or enhanced from time to time, including the Software, Documentation, and Support Services.

Means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to GIG.

Subject to the terms and conditions of this Agreement and any other applicable agreements between Licensee and GIG and Licensee's timely payment of all fees, GIG hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Subscription Term to access and use the Services and Documentation, solely for Licensee's internal business purposes and in accordance with this Agreement and any other applicable agreements between Licensee and GIG and the Documentation.

The Services are provided on a subscription basis for the term set forth in the applicable order or as otherwise agreed in writing by the parties (the "Subscription Term"). Unless otherwise specified, all subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

Licensee shall not, and shall not permit any Authorized Users or other persons to:

• Copy, modify, or create derivative works of the Services or Documentation, in whole or in part;
• Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Documentation;
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services;
• Remove or alter any proprietary notices or labels on the Services or Documentation; or
• Use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Licensee shall authorize access to and use of the Services only to Authorized Users and shall ensure that each Authorized User complies with this Agreement and any other applicable agreements between Licensee and GIG. Licensee is responsible and liable for all uses of the Services and Documentation resulting from access provided by Licensee or any Authorized User, directly or indirectly.

GIG reserves all rights not expressly granted to Licensee in this Agreement and any other applicable agreements between Licensee and GIG. Except for the limited rights and licenses expressly granted under this Agreement and any other applicable agreements between Licensee and GIG, nothing in this Agreement and any other applicable agreements between Licensee and GIG grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to any GIG Materials.

GIG may, directly or indirectly, and by use of a denial-of-service, suspension, termination, or any other lawful means, suspend Licensee's or any other person's access to or use of all or any part of the Services or GIG Materials, without incurring any resulting obligation or liability, if:

• GIG receives a judicial or other governmental or regulatory demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires GIG to do so; or
• GIG believes, in its sole discretion, that (i) Licensee or any Authorized User has failed to comply with any term of this Agreement and any other applicable agreements between Licensee and GIG, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement and any other applicable agreements between Licensee and GIG, (ii) Licensee or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities, or (iii) this Agreement and any other applicable agreements between Licensee and GIG expires or is terminated.

This Section 2.6 does not limit any of GIG's other rights or remedies, whether at law, in equity, or under this Agreement and any other applicable agreements between Licensee and GIG.

Subject to and conditioned on Licensee's compliance with all terms and conditions set forth in this Agreement and any other applicable agreements between Licensee and GIG, GIG hereby authorizes Licensee to access and use, during the Subscription Term, the Services and Documentation, solely for Licensee's internal business purposes and as otherwise set forth in this Agreement and any other applicable agreements between Licensee and GIG.

Licensee shall not use the Services or Documentation for any purpose or in any manner outside of the scope expressly permitted in this Agreement and any other applicable agreements between Licensee and GIG and the applicable Documentation. Licensee is responsible for maintaining the security and confidentiality of all Authorized User credentials and for all activities that occur through Licensee's account.

GIG shall make the Services available to Licensee in accordance with this Agreement and any other applicable agreements between Licensee and GIG and the applicable Documentation. GIG will use commercially reasonable efforts to make the Services available on a continuous basis, except for: (a) planned downtime for maintenance and upgrades; (b) any unavailability caused by circumstances beyond GIG's reasonable control; and (c) Licensee's or any Authorized User's acts or omissions.

During the Subscription Term, GIG shall provide Licensee with support services as described in the applicable Documentation or support addendum. GIG may change the support services offered upon reasonable notice to Licensee.

GIG reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof at any time and without liability to Licensee, provided that GIG will use commercially reasonable efforts to provide advance notice of material modifications.

Licensee shall pay GIG the fees specified in the applicable work order (the "License Fee") in accordance with the payment terms set forth therein. All fees are non-refundable except as expressly set forth in this Agreement and any other applicable agreements between Licensee and GIG.

All fees are exclusive of taxes. Licensee is responsible for all sales, use, excise, and other taxes associated with this Agreement and any other applicable agreements between Licensee and GIG..

If Licensee fails to make any payment when due, GIG may suspend access to the Services without liability until all overdue amounts are paid in full, and may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

Licensee is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Licensee's account. Licensee agrees to notify GIG promptly of any unauthorized use of its account or any other breach of security.

Licensee shall comply with all applicable laws and regulations in connection with its use of the Services. Licensee represents and warrants that its use of the Services will not violate any applicable law or regulation, including without limitation any data privacy laws.

Licensee is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Licensee Data. Licensee grants GIG a limited license to use, process, store, and transmit Licensee Data as reasonably necessary to provide the Services.

As between Licensee and GIG, GIG is and will remain the sole and exclusive owner of all right, title, and interest in and to the GIG Materials, including all intellectual property rights therein. Licensee acknowledges that it is only receiving a limited license to use the Services, and that no title or ownership is transferred.

As between Licensee and GIG, Licensee is and will remain the sole and exclusive owner of all right, title, and interest in and to the Licensee Data. Licensee grants GIG only the rights expressly set forth in this Agreement and any other applicable agreements between Licensee and GIG with respect to Licensee Data.

If Licensee or any Authorized User provides suggestions, recommendations, or other feedback relating to the Services or GIG Materials ("Feedback"), GIG shall have a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without any obligation to Licensee.

this Agreement and any other applicable agreements between Licensee and GIG commences on the Effective Date and continues for the initial Subscription Term and any renewal Subscription Terms, unless earlier terminated in accordance with this Agreement and any other applicable agreements between Licensee and GIG.

Either party may terminate this Agreement and any other applicable agreements between Licensee and GIG, effective on written notice to the other party, if the other party materially breaches this Agreement and any other applicable agreements between Licensee and GIG and such breach remains uncured thirty (30) days after the non-breaching party provides written notice of such breach to the breaching party.

Upon any termination or expiration of this Agreement and any other applicable agreements between Licensee and GIG: (a) all licenses and rights granted to Licensee hereunder shall terminate immediately; (b) Licensee shall promptly cease all use of the Services and GIG Materials; (c) each party shall promptly return or destroy all Confidential Information of the other party; and (d) all provisions of this Agreement and any other applicable agreements between Licensee and GIG that by their nature should survive termination shall survive.

In connection with this Agreement and any other applicable agreements between Licensee and GIG, each party ("Disclosing Party") may disclose or make available Confidential Information to the other party ("Receiving Party"). "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's or its affiliates' technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing. Without limiting the foregoing, all Services and GIG Materials, including the terms of this Agreement and any other applicable agreements between Licensee and GIG, are the Confidential Information of GIG.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Agreement and any other applicable agreements between Licensee and GIG; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such information; (c) was in the Receiving Party's possession prior to the Disclosing Party's disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any Confidential Information.

Each Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care as it uses for its own confidential information, but in no event less than reasonable care; (b) not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under this Agreement and any other applicable agreements between Licensee and GIG.

GIG represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement and any other applicable agreements between Licensee.

Licensee represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement and any other applicable agreements between Licensee and GIG; (b) the Licensee Data and Licensee's use of the Services will comply with all applicable laws; and (c) Licensee has obtained all necessary rights, licenses, and consents to use and submit Licensee Data through the Services.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES AND ALL GIG MATERIALS ARE PROVIDED "AS IS" AND GIG HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GIG SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. GIG MAKES NO WARRANTY OF ANY KIND THAT THE GIG MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Licensee shall indemnify, hold harmless, and, at GIG's option, defend GIG from and against any losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by GIG resulting from any claim, suit, action, or proceeding ("Action") by any third party arising out of or relating to: (a) Licensee Data or Licensee's use of Services in breach of this Agreement and any other applicable agreements between Licensee and GIG; (b) Licensee's misuse of the Services; or (c) Licensee's violation of any applicable laws.

GIG shall indemnify, hold harmless, and, at Licensee's option, defend Licensee from and against any Losses incurred by Licensee resulting from any Action by a third party to the extent that such Losses arise from any allegation that Licensee's use of the Services (excluding Licensee Data and Third Party Materials) in compliance with this Agreement and any other applicable agreements between Licensee and GIG infringes a U.S. intellectual property right. This obligation does not apply to any Action or Losses arising out of or relating to:

• Access to or use of the Services or GIG Materials in combination with any hardware, system, software, network, or other materials or services not provided or authorized in writing by GIG;
• Modification of the Services or GIG Materials other than by or on behalf of GIG, or with GIG's written approval;
• Failure to timely implement any modifications, upgrades, replacements, or enhancements made available by or on behalf of GIG; or
• Any act or omission by Licensee or Authorized Users.

this Agreement and any other applicable agreements between Licensee and GIG, together with any applicable Schedules and order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

GIG may amend this Agreement and any other applicable agreements between Licensee and GIG at any time by posting the amended terms at gigcxos.com. Continued use of the Services after notice of amendment constitutes acceptance of the revised Agreement.

If any provision of this Agreement and any other applicable agreements between Licensee and GIG is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and any other applicable agreements between Licensee and GIG or invalidate or render unenforceable such provision in any other jurisdiction.

No failure or delay by either party in exercising any right, power, or remedy will operate as a waiver of such right, power, or remedy. No single or partial exercise of any right, power, or remedy will preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

For questions about this Agreement and any other applicable agreements between Licensee and GIG, please contact GIG at info@gigcxos.com or visit gigcxos.com.