YourBase Terms of Service

Last Updated: May 07, 2020

Effective May 15, 2020

Welcome, and thank you for your interest in YourBase Inc. (“YourBase”) and our
website and services at yourbase.io, along with the related websites, networks,
applications, software and other services provided by YourBase (collectively,
the “YourBase Services”). These Terms of Service are a legally binding contract
between you (“Customer” or “you”) and YourBase regarding your use of the
YourBase Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR
USING THE YOURBASE SERVICES, CUSTOMER AGREES THAT CUSTOMER HAS READ AND
UNDERSTOOD, AND, AS A CONDITION TO USE OF THE YOURBASE SERVICES, AGREES TO BE
BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”). If Customer is not
eligible, or does not agree to the Terms, then Customer does not have YourBase’s
permission to use the YourBase Services. CUSTOMER’S USE OF THE YOURBASE
SERVICES, AND YOURBASE’S PROVISION OF THE YOURBASE SERVICES TO CUSTOMER,
CONSTITUTES AN AGREEMENT BY YOURBASE AND BY CUSTOMER TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. You agree that disputes arising under these Terms will be
resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU
AND YOURBASE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU AGREE TO GIVE UP
YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract
(except for matters that may be taken to small claims court). Your rights will
be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (see Section
13.7)

YOURBASE SERVICES OVERVIEW.

YourBase offers a SaaS service and an on-prem service that provides Customers
modern development and integration tools for high productivity coding that
allows Customers to manage and accelerate the process of testing and shipping
software builds.

ELIGIBILITY.

Customer must be at least 18 years old to use the YourBase Services. By agreeing
to these Terms, Customer represents and warrants to YourBase that: (a) Customer
is at least 18 years old; (b) Customer has not previously been suspended or
removed from the YourBase Services; and (c) Customer’s registration and use of
the YourBase Services is in compliance with any and all applicable laws and
regulations. If you are an entity, organization, or company, the individual
accepting these Terms on Customer’s behalf represents and warrants that they:
(i) are at least 18 years old; and (ii) have authority to bind Customer to these
Terms and Customer agrees to be bound by these Terms.

ACCOUNTS AND REGISTRATION.

When registering for an account on the YourBase Services, Customer may be
required to provide YourBase with certain information, such as Customer’s legal
name, email address, mailing address, telephone number, or other contact
information. Customer agrees that the information provided to YourBase is
accurate and that Customer will keep it accurate and up-to-date at all times.
Each account may be used by only one person. Customer is solely responsible for
maintaining the confidentiality of Customer’s account and password, and Customer
accepts responsibility for all activities that occur under Customer’s account.

THE YOURBASE SERVICES

4.1 Use of the YourBase Services.

a. Software-as-a-Service: If Customer accesses the Services remotely on a
software-as-a-service basis, YourBase grants to Customer a limited, worldwide,
non-exclusive, non-transferable (except as permitted in Section 13.2) right
during the Term to use the YourBase Services solely in connection with
Customer’s internal business operations.

b. Software-as-a-Service: If Customer is installing the software the comprises
of the Services (“Software”) on systems that Customer owns or controls, YourBase
hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable
right and license under YourBase’s rights in the Software to install and operate
the Software in accordance with all applicable Documentation and the
restrictions set forth in these Terms.

4.2 Use of the Documentation.

YourBase grants to Customer a limited, worldwide, non-exclusive,
non-transferable (except as permitted in Section 13.2) license, without right of
sublicense, during the Term to reproduce, without modification, and internally
use a reasonable number of copies of the Documentation solely in connection with
use of the YourBase Services in accordance with these Terms. “Documentation”
means YourBase-provided user documentation, in all forms, relating to the
YourBase Services (e.g., user manuals, on-line help files).

4.3 Preview Services.

If you obtain a subscription to the YourBase Services (or a component thereof)
designated by us as “Preview”, “Beta”, or “Evaluation Services” (“Preview
Services”), notwithstanding any other terms to the contrary, you may use such
Preview Services only for your internal demonstration, test, or evaluation
purposes and not in a production environment. NOTWITHSTANDING ANY TERMS TO THE
CONTRARY IN THE AGREEMENT, YOURBASE DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, FOR PREVIEW SERVICES AND THEY ARE PROVIDED ON AN “AS IS” BASIS. PREVIEW
SERVICES HAVE A NON-PERPETUAL TIME LIMITED SUBSCRIPTION TERM AND WE MAY
“TIME-OUT” AND DISABLE THE PREVIEW SERVICES OR OTHERWISE DISCONTINUE YOUR ACCESS
AND USE OF THE PREVIEW SERVICES AT ANY TIME WITHOUT PRIOR NOTICE. Customer will
not attempt to defeat or circumvent any duration mechanism for Preview Services
and will not use any Preview Services beyond the prescribed subscription term.

4.4 Support Services.

For so long as Customer is current with its payment of the fees due in
connection with these Terms, YourBase will use reasonable efforts to provide
Customer with technical support services relating to the YourBase Services by
email from 9am-5pm Pacific, Monday through Friday, excluding holidays.

4.5 Use Restrictions.

Except as otherwise explicitly provided in these Terms or as may be expressly
permitted by applicable law, Customer will not, and will not permit or authorize
third parties to: (a) use the YourBase Services for any illegal purpose or in
violation of any local, state, national, or international law; (b) violate any
right of a third party, including by infringing or misappropriating any third
party intellectual property right; (c) rent, lease, or otherwise permit third
parties to use the YourBase Services or Documentation; (d) copy, distribute,
relist, frame, or embed any part of the YourBase Services on any third-party
website or service; (e) use the YourBase Services to provide services to third
parties (e.g., as a service bureau); (f) use the YourBase Services for any
benchmarking activity or in connection with the development of any competitive
product; (g) modify, translate, reverse engineer, decompile, disassemble, or
otherwise derive the source code or the underlying ideas, algorithms, structure,
or organization of the YourBase Services (except to the extent that applicable
law prevents the prohibition of such activities); (h) use or access the YourBase
Services in a manner that materially impacts or burdens YourBase or YourBase’s
servers and other computer systems, or that interferes with YourBase’s ability
to make available any product or service to any third party; (i) perform any
fraudulent activity including impersonating any person or entity, claiming a
false affiliation, or accessing any other account on the YourBase Services
without permission; or (j) circumvent or disable any security or other
technological features or measures of the YourBase Services.

4.6 Compliance with Laws.

Customer will use the YourBase Services and Documentation in compliance with all
applicable laws and regulations.

4.7 Protection against Unauthorized Use.

Customer will use reasonable efforts to prevent any unauthorized use of the
YourBase Services and Documentation and immediately notify YourBase at
support@yourbase.io of any unauthorized use that comes to Customer’s attention.
If there is unauthorized use by anyone who obtained access to the YourBase
Services directly or indirectly through Customer, Customer will take all steps
reasonably necessary to terminate the unauthorized use. Customer will cooperate
and assist with any actions taken by YourBase to prevent or terminate
unauthorized use of the YourBase Services or Documentation.

4.8 Third-Party Services.

a. The YourBase Services may provide tools that enable the import and export of
information, including Customer Materials, from and to third party services,
including through features that link Customer’s account on the YourBase Services
with the third-party service, such as GitHub. Customer agrees that YourBase may
transfer that information from and to the applicable third-party service in
connection with providing the YourBase Services to Customer. Customer will
obtain all permissions or approvals from each applicable third-party service as
may be necessary or required to transfer such information to the YourBase
Services. Third party services are not under YourBase’s control, and, to the
fullest extent permitted by law, YourBase is not responsible for any third-party
service’s use of Customer’s exported information.

b. To the extent that the YourBase Services includes or is accompanied by
third-party software or other products that YourBase provides to Customer or
that is otherwise required to use properly the YourBase Services (“Third Party
Products”), the Third Party Products and their use by Customer are subject to
all license and other terms that accompany such Third Party Products. Customer
will abide by and comply with all such terms.

4.9 Additional Features.

Customer acknowledges that: (a) not all of the features or functionality of the
YourBase Services may be available at Customer’s subscription level regardless
of whether such feature or functionality is described in the Documentation; (b)
YourBase may develop or make available additional features or functionality of
the YourBase Services at a later date; and (c) access to such features or
functionality may require payment of additional fees.

4.10 Reservation of Rights; Ownership.

Customer will not have any rights to the YourBase Services or Documentation
except as expressly granted in these Terms. YourBase reserves to itself all
rights to the YourBase Services and Documentation not expressly granted to
Customer in accordance with these Terms. YourBase owns all right, title, and
interest, including all intellectual property rights, in and to: (a) the
YourBase Services, the Documentation, any other YourBase product or services;
and (b) any improvements to the YourBase Services, the Documentation, and any
other YourBase products or services, including any improvements made: (i) for or
at the request of or in collaboration with Customer; or (ii) as a result of
YourBase’s use, processing, or generation of Customer Materials.

4.11 Feedback.

If Customer provides any feedback to YourBase concerning the functionality and
performance of the YourBase Services (including identifying potential errors and
improvements), Customer hereby grants YourBase an unrestricted, perpetual,
irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such
feedback in any manner and for any purpose, including to improve the YourBase
Services and create other products and services, without payment or restriction.

FEES AND PAYMENT

5.1 General Payment Terms.

Certain features of the YourBase Services may require Customer to pay fees.
Customer will have an opportunity to review and accept the fees that Customer
will be charged prior to payment of any fees. All fees are in U.S. Dollars and
are non-refundable.

5.2 Price.

YourBase reserves the right to determine pricing for the YourBase Services.
YourBase will make reasonable efforts to keep pricing information published on
the website up to date. YourBase encourages Customer to check the YourBase
website periodically for current pricing information. YourBase may change the
fees for any feature of the YourBase Services, including additional fees or
charges, if YourBase gives Customer advance notice of changes before they apply.
YourBase at its sole discretion, may make promotional offers with different
features and different pricing to any of YourBase’s customers. These promotional
offers, unless made to Customer, will not apply to Customer or these Terms.
Other than net income taxes imposed on YourBase, Customer will bear all taxes,
duties, and other governmental charges (collectively, “taxes”) resulting from
these Terms.

5.3 Authorization.

Customer authorizes YourBase to charge all sums for the orders that Customer
makes and any level of service Customer selects as described in these Terms or
published by YourBase, including all applicable taxes, to the payment method
specified in Customer’s account or otherwise provided to YourBase. If Customer
pays any fees with a credit card, YourBase may seek pre-authorization of
Customer’s credit card account prior to Customer’s purchase to verify that the
credit card is valid and has the necessary funds or credit available to cover
Customer’s purchase. YourBase may use one or more third parties to process
payments for orders, such as Stripe (“Payment Processors”). Payment Processors
may require Customer to agree to their own terms and conditions. YourBase is not
liable for any problems or disputes that Customer may have with any Payment
Processor. Any authorization to process payments in this Section 5 granted by
Customer to YourBase will also be considered an authorization for the Payment
Processor to process payments.

5.4 Subscription Service.

The YourBase Services may include automatically recurring payments for periodic
charges (“Subscription Service”). If Customer activates a Subscription Service,
Customer authorizes YourBase to periodically charge, on a going-forward basis
and until cancellation of either the recurring payments or Customer’s account,
all accrued sums on or before the payment due date for the accrued sums. The
“Subscription Billing Date” is the date when Customer first purchases a
subscription to the YourBase Services. For information on the “Subscription
Fee”, please see the YourBase website. Customer’s account will be charged
automatically on the Subscription Billing Date all applicable fees and taxes for
the next subscription period. The subscription will continue unless and until
Customer cancels the subscription or YourBase terminates it. Customer must
cancel any subscription before it renews in order to avoid billing of the next
periodic Subscription Fee to Customer’s account. YourBase will bill the periodic
Subscription Fee to the payment method Customer provides to YourBase. Customer
may cancel the Subscription Service by contacting YourBase at:
support@yourbase.io.

5.5 Delinquent Accounts.

YourBase may suspend or terminate access to the YourBase Services, including
fee-based portions of the YourBase Services, for any account for which any
amount is due but unpaid. In addition to the amount due for the YourBase
Services, a delinquent account will be charged with fees or charges that are
incidental to any chargeback or collection of any the unpaid amount, including
collection fees.

TERM AND TERMINATION

6.1 Term.

These Terms are effective beginning when Customer accepts the Terms or first
downloads, installs, access, or uses the YourBase Services and will continue
until terminated in accordance with these Terms.

6.2 Termination for Convenience.

Either party may terminate these Terms for any reason or for no reason by giving
the other party written notice. If Customer terminates under this Section 6.2,
Customer will not be entitled to a refund of any prepaid fees. If YourBase
terminates under this Section 6.2, YourBase will issue to Customer a pro-rata
refund of prepaid fees for the period of time for which Customer will not
receive access to the YourBase Services, if applicable.

6.3 Termination for Material Breach.

Either party may terminate these Terms if the other party does not cure its
material breach of these Terms within 30 days of receiving written notice of the
material breach from the non-breaching party. Termination in accordance with
this Section 6.3 will take effect when the breaching party receives written
notice of termination from the non-breaching party, which notice must not be
delivered until the breaching party has failed to cure its material breach
during the 30-day cure period. If Customer fails to timely pay any fees,
YourBase may, without limitation to any of its other rights or remedies, suspend
performance of the YourBase Services until it receives all amounts due.

6.4 Effect of Termination.

Upon the expiration or termination of these Terms for any reason: (a) if you
access the Services remotely as on a software-as-a-service basis, your access to
the YourBase Services will automatically terminate; (b) if you have installed
the Software on your systems, you must immediately delete all copies of the
Software in your control; (c) all outstanding payment obligations of Customer
become due and payable immediately; and (d) the following provisions will
survive the expiration or termination of these Terms: Sections 4.10, 4.11, 6.4,
8, 10, 11, 12, and 13.

CUSTOMER MATERIALS

7.1 Ownership.

Customer retains all right, title, and interest, including all intellectual
property rights, in and to any source code, data, information, and materials
that Customer uploads or inputs into the YourBase Services or otherwise makes
available to YourBase in connection with the YourBase Services (collectively,
“Customer Materials”). Customer will also own all build files, object files,
libraries, executables, object files, deployable resources, and images generated
as a direct output as a result of the execution of the Customer Materials by the
YourBase Services, and such files and materials will be considered Customer
Materials. Customer may download any Customer Materials made available through
the features and functionality of the YourBase Services, but YourBase otherwise
has no obligation to provide to Customer a copy of any Customer Materials stored
on the YourBase Services. Customer is solely responsible for maintaining and
backing up Customer Materials. For clarity, any restrictions or limitations on
YourBase’s access to or use of the Customer Materials as set forth in these
Terms do not apply to any unmodified open source software that may be included
in the Customer Materials.

7.2 License Grant to YourBase.

Customer hereby grants YourBase a non-exclusive, worldwide, royalty-free, fully
paid, sublicensable license to use, display, process, transmit, and store the
Customer Materials during the Term for the purpose of exercising YourBase’s
rights and performing its obligations under these Terms.

7.3 License Grant to Other Users.

By providing Customer Materials to or via the YourBase Services to other users
of the YourBase Services, Customer grants those users a non-exclusive license to
access and use that Customer Materials as permitted by these Terms and the
functionality of the YourBase Services.

7.4 Representations and Warranties.

Customer represents and warrants that: (a) Customer has all rights necessary to
grant YourBase the licenses set forth in these Terms and to enable YourBase to
exercise its rights under these Terms; (b) Customer’s collection and use of any
Customer Materials in connection with the YourBase Services complies with all
applicable privacy and data protection laws, rules, and regulations
(collectively, “Privacy Laws”); and (c) the Customer Materials, and the use of
the Customer Materials as contemplated by these Terms, does not and will not:
(i) infringe, violate, or misappropriate any third party right, including any
copyright, trademark, patent, trade secret, moral right, privacy right, right of
publicity, or any other intellectual property or proprietary right; or (ii)
cause YourBase to violate any Privacy Laws or any other law or regulation.

7.5 Information Security.

YourBase will implement commercially reasonable organizational and technical
measures that are designed to prevent unauthorized or unlawful access, use or
disclosure of the Customer Materials.

CONFIDENTIALITY

8.1 Definition.

“Confidential Information” means any information disclosed by either party to
the other party, directly or indirectly, in writing, orally, or by inspection of
tangible objects, that is designated by the disclosing party as confidential or
proprietary, that reasonably appears to be confidential due to the nature of the
information or circumstances of disclosure, or that is customarily considered
confidential between business parties, including customer, product, financial,
and strategic information. Confidential Information does not include information
that (a) was publicly known and made generally available in the public domain
prior to the time of disclosure by the disclosing party; (b) becomes publicly
known and made generally available after disclosure by the disclosing party to
the receiving party through no action or inaction of the receiving party; (c) is
already in the possession of the receiving party at the time of disclosure by
the disclosing party as shown by the receiving party’s files and records
immediately prior to the time of disclosure; (d) is obtained by the receiving
party from a third party without a breach of such third party’s obligations of
confidentiality; or (e) is independently developed by the receiving party
without use of or reference to the disclosing party’s Confidential Information,
as shown by documents and other competent evidence in the receiving party’s
possession.

8.2 Non-use and Non-disclosure.

Both parties will not, during or subsequent to the term of these Terms, use the
other party’s Confidential Information for any purpose other than the purposes
specified in these Terms, or disclose the other party’s Confidential Information
to any third party. Either party may disclose the other party’s Confidential
Information if required by law, provided that the receiving party gives the
disclosing party prompt written notice of such requirement prior to disclosure
and assistance in obtaining an order protecting the information from public
disclosure. Except as otherwise specified in these Terms, it is understood that
Confidential Information will remain the sole property of the disclosing party.
Both parties further agree to take all reasonable precautions to prevent any
unauthorized disclosure of the other party’s Confidential Information.

MODIFICATION OF THESE TERMS

YourBase reserves the right to change these Terms on a going-forward basis at
any time upon 7 days’ notice. Please check these Terms periodically for changes.
If a change to these Terms materially modifies Customer’s rights or obligations,
YourBase may require that Customer accepts the modified Terms in order to
continue to use the YourBase Services. Material modifications are effective upon
Customer’s acceptance of the modified Terms. Immaterial modifications are
effective upon publication. Except as expressly permitted in this Section 9,
these Terms may be amended only by a written agreement signed by authorized
representatives of the parties to these Terms. Disputes arising under these
Terms will be resolved in accordance with the version of these Terms that was in
effect at the time the dispute arose.

DISCLAIMER.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOURBASE MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF
LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. YOURBASE EXPRESSLY DISCLAIMS
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. YOURBASE DOES NOT WARRANT
AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE YOURBASE SERVICES. YOURBASE DOES
NOT WARRANT THAT THE YOURBASE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE
YOURBASE SERVICES WILL BE SECURE OR UNINTERRUPTED. YOURBASE DOES NOT WARRANT
THAT ANY INFORMATION PROVIDED THROUGH THE YOURBASE SERVICES IS ACCURATE OR
COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE YOURBASE SERVICES WILL
ALWAYS BE AVAILABLE. YOURBASE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS
ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE
YOURBASE SERVICES.

CUSTOMER INDEMNIFICATION

11.1 Defense.

Customer will defend YourBase from any actual or threatened third party claim,
proceeding, or suit (“Claim”) arising out of or based upon Customer’s use of the
YourBase Services or Customer’s breach of any of the provisions of these Terms.
YourBase will: (a) give Customer prompt written notice of the Claim; (b) grant
Customer full and complete control over the defense and settlement of the Claim;
(c) provide assistance in connection with the defense and settlement of the
Claim as Customer may reasonably request; and (d) comply with any settlement or
court order made in connection with the Claim. YourBase will not defend or
settle any Claim without Customer’s prior written consent. YourBase will have
the right to participate in the defense of the Claim at its own expense and with
counsel of its own choosing, but Customer will have sole control over the
defense and settlement of the Claim.

11.2 Indemnification.

Customer will indemnify YourBase from and pay: (a) all damages, costs, and
attorneys’ fees finally awarded against YourBase in any Claim under Section
11.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees)
reasonably incurred by YourBase in connection with the defense of a Claim under
Section 11.1 (other than attorneys’ fees and costs incurred without Customer’s
consent after Customer has accepted defense of the Claim); and (c) all amounts
that Customer agrees to pay to any third party to settle any Claim under Section
11.1.

LIMITATIONS OF LIABILITY

12.1 Disclaimer of Indirect Damages.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, EXCEPT FOR A
PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL,
SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE
YOURBASE SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF
BUSINESS, EVEN IF THE PARTY WAS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES
OCCURRING.

12.2 Cap on Liability.

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES WILL
EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE
TERMS OR THE YOURBASE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS),
REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED
ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT
PAID BY CUSTOMER TO YOURBASE DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE CLAIM
(DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (b) $100.

12.3 Independent Allocations of Risk.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF
THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING
OFFERED BY YOURBASE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE
BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND
INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS
SECTION 12 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY IN THESE TERMS.

GENERAL

13.1 Relationship.

YourBase will be and act as an independent contractor (and not as the agent or
representative of Customer) in the performance of these Terms.

13.2 Assignability.

Neither these Terms nor any rights under these Terms may be assigned or
otherwise transferred by Customer, in whole or in part, whether voluntarily or
by operation of law, without the prior written consent of YourBase. Subject to
the foregoing, these Terms will be binding upon and will inure to the benefit of
the parties and their respective successors and assigns. Any assignment in
violation of the foregoing will be null and void.

13.3 Subcontractors.

YourBase may utilize a subcontractor or other third party to perform its duties
under these Terms so long as YourBase remains responsible for all of its
obligations under these Terms.

13.4 Consent to Electronic Communications.

By using the YourBase Services, Customer consents to receiving certain
electronic communications from YourBase. Customer agrees that any notices,
agreements, disclosures, or other communications that YourBase sends to Customer
electronically will satisfy any legal communication requirements, including that
those communications be in writing.

13.5 Force Majeure.

Neither party will be liable for, or be considered to be in breach of or default
under these Terms on account of, any delay or failure to perform as required by
these Terms as a result of any cause or condition beyond its reasonable control,
so long as that party uses all commercially reasonable efforts to avoid or
remove the causes of non-performance.

13.6 Governing Law.

These Terms will be interpreted, construed, and enforced in all respects in
accordance with the local laws of the State of Washington, without reference to
its choice of law rules and not including the provisions of the 1980 U.N.
Convention on Contracts for the International Sale of Goods. Each party hereby
irrevocably consents to the exclusive jurisdiction and venue of the federal,
state, and local courts in King County, Washington for resolution of any lawsuit
or court proceeding permitted under these Terms.

13.7 Arbitration.

Any controversy or claim arising out of or relating to these Terms, or any
breach of these Terms, will be determined by binding arbitration administered
by, and in accordance with the rules of, the American Arbitration Association.
Any arbitration will be conducted by three arbitrators (with one arbitrator
chosen by each of the parties and the third appointed by the other two
arbitrators) in King County, Washington and will be conducted (and the award
rendered) in English. The award rendered by the arbitrators will be final and
binding on the parties, and the arbitral judgment may be entered in any court of
competent jurisdiction. Nothing in this Section 13.7 prevents either party from
applying to a court of competent jurisdiction for equitable or injunctive
relief.

13.8 Waiver.

The waiver by either party of any breach of any provision of these Terms does
not waive any other breach. The failure of any party to insist on strict
performance of any covenant or obligation in accordance with these Terms will
not be a waiver of such party’s right to demand strict compliance in the future,
nor will the same be construed as a novation of these Terms.

13.9 Severability.

If any part of these Terms is found to be illegal, unenforceable, or invalid,
the remaining portions of these Terms will remain in full force and effect. If
any material limitation or restriction on the use of the YourBase Services under
these Terms is found to be illegal, unenforceable, or invalid, Customer’s right
to use the YourBase Services will immediately terminate.

13.10 Privacy Policy.

Please read the YourBase Privacy Policy carefully for information relating to
our collection, use, storage, disclosure of personal information. The YourBase
Privacy Policy is incorporated by this reference into, and made a part of, these
Terms.

13.11 Entire Agreement.

These Terms, together with the YourBase Privacy Policy and any other agreement
expressly incorporated by reference into these Terms, are the complete
expression of the agreement between these parties regarding Customer’s use of
the YourBase Services. These Terms supersede, and these Terms govern, all
previous oral and written communications regarding these matters, all of which
are merged into these Terms, except that these Terms do not affect the validity
of any agreements between the parties relating to professional services relating
to the YourBase Services that YourBase may provide.
