PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS DATA PLATFORM TERMS OF USE (the “Agreement”), INCLUDING SECTION 9, WHICH REQUIRES YOU TO WAIVE YOUR RIGHTS AND TO RESOLVE CERTAIN DISPUTES WITH O3 (AS DEFINED BELOW) THROUGH BINDING ARBITRATION. BY EXECUTING THE ENGAGEMENT LETTER REFERENCING THIS AGREEMENT, CLICKING “I ACCEPT” TO THIS AGREEMENT, OR BY USING THE PLATFORM IN ANY MANNER, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ SECTION 9, YOU UNDERSTAND WHAT IT MEANS TO RESOLVE CERTAIN DISPUTES WITH O3 THROUGH BINDING ARBITRATION, AND YOU UNDERSTAND THE CONSEQUENCES OF THAT DECISION.

 This Agreement is a legal contract between any entity, person, or organization that has executed an Engagement Letter with O3 or otherwise signed up for a free trial to the Platform (“you”) and O3 Advisory LLC (“O3”). You and O3 may each be referred to as a “Party” and collectively as the “Parties.” This Agreement shall govern your access to and use of the portal and platform located at https://o3edge.advisor.octoberthree.com (the “Platform”), which includes a resource library that includes certain content, such as educational resources, industry trend reporting, and printable, ready-to- use sales materials (the “Library”). Your use of the Platform is conditioned upon your acceptance of this Agreement, and you have read, understand, and are bound by, and you agree to comply with, this Agreement. The individual agreeing to this Agreement, if agreeing to it on behalf of an entity or organization, represents that he/she has been authorized by that entity or organization to bind it to this Agreement. You may be asked to accept the terms of this Agreement each time you log into the Platform from a unique device and each time O3 updates the terms of this Agreement pursuant to Section 10.5 below. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU LATER REFUSE TO ACCEPT THE TERMS OF THIS AGREEMENT WHEN PRESENTED TO YOU, YOU ARE NOT AUTHORIZED TO USE THE PLATFORM AND YOU SHOULD IMMEDIATELY STOP USING THE PLATFORM.

  1.  ACCESS TO PLATFORM. Subject to the scope of use described herein, and provided you remain in compliance with this Agreement, O3 grants to you and your users a limited, non-exclusive, non-transferable license to access the Platform via a browser interface in order to use the Platform, Library, and that data made available through the Platform (the “Prospect Data”) and Library solely for your internal business purposes, and not for the user’s own purposes or the purposes of any other person, company or entity. Your access to the Platform, Prospect Data, and Library is being made available to you on a trial basis free of charge. At any time and upon advance written notice to you, O3 may no longer provide you access to the Platform free of charge and may charge you the then-current rates for your continued access to the Platform. Notwithstanding the preceding, O3 agrees that the printable, ready-to-use sales materials included in the Library are intended for use with external third parties, and you may use such materials in their current format for such purpose. To access the Platform, O3 will assign each of your users a User ID that is specific to them, and they have or will have selected a password that is specific to them (“Access Credentials”). You and your users agree to keep these Access Credentials strictly confidential and to not disclose them to any other person, company, or entity. Only you and your users are permitted to use the Access Credentials. If at any point you believe any other person, company, or entity is using the Access Credentials, you agree to notify O3 immediately.
  2.  USE GUIDELINES. You agree not to or attempt to take any of the following restricted actions, or allow any third party to do the same:
    1. (a) license, sublicense, sell, resell, rent, lease, loan, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Platform, Prospect Data, or Library available to any third party, other than as contemplated by this Agreement;
    2. (b) use on the Platform, send to O3 or cause to be sent to O3, or store on any computer that is used to access the Platform, any content that is infringing, obscene, threatening, libelous, harmful, or is otherwise unlawful or tortuous material, including material in violation of third party privacy rights;
    3. (c) send to O3 or cause to be sent to O3 or store on any computer that is used to access the Platform material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
    4. (d) interfere with or disrupt the integrity or performance of the Platform or the Prospect Data contained therein, including by using any robot, spider, scraper, or other automated means to access the Platform, Library, or Prospect Data;
    5. (e) attempt to gain unauthorized access to the Platform, the Prospect Data, the Library, or their related systems or networks, including removing, circumventing, disabling, damaging, or otherwise interfering with any security feature;
    6. (f) conceal or remove any title, trademark, copyright, proprietary or restricted rights notice contained in the Platform associated therewith;
    7. (g) use the Platform, Prospect Data, or Library for any unlawful purpose or in furtherance of any unlawful activity;
    8. (h) use the Platform, Prospect Data, or Library in support of or as a part of any organization designated by the United States as a foreign terrorist organization by the United States Secretary of State;
    9. (i) use the Platform, Prospect Data, or Library in any manner that breaches any applicable third- party terms;
    10. (j) use the Platform, Prospect Data, or Library in connection with the spamming of others or sending of junk mail, chain letters, or pyramid schemes;
    11. (k) use the Platform, Prospect Data, or Library to impersonate others;
    12. (l) download, reproduce, copy, alter, adapt, modify, improve, enhance, translate, or create derivative works based on the Platform, Library, or any Prospect Data;
    13. (m) create links to or from the Platform or “frame” or “mirror” any content forming part of the Platform, other than on your own intranet(s) for your own internal business purposes;
    14. (n) disassemble, reverse engineer, decompile, or otherwise attempt to reveal the code, trade secrets, or know-how underlying the Platform for any reason;
    15. (o) access the Platform in order to compete with O3, including by benchmarking the Platform or developing a product or service that is similar to or competes with the Platform or that uses similar features, functions or graphics of the Platform; or
    16. (p) remove, alter, or obscure any trademark, trade name, logo, slogan, branding, symbol, label, copyright, or other proprietary notice on any portion of the Platform, Prospect Data, or Library.
  3.  TERM, SUSPENSION AND TERMINATION; MODIFICATIONS. The term of this Agreement shall commence on the date you first clicked “I accept” to this Agreement and shall continue until the earlier of: (i) your arrangement with O3 for your access to the Platform terminates or expires; (ii) the start date of any purchased subscriptions to the Platform commences; or (iii) any termination of this Agreement pursuant to the terms hereof (“Trial Period”). O3 may immediately suspend or terminate your access to the Platform at any time, with or without notice to you, for any reason, including but not limited to, if you breach this Agreement or pose a threat to the security of the Platform or any other customer’s use of the Platform. Immediately upon any expiration or termination of this Agreement, your rights to access and use the Platform shall immediately and automatically end. All provisions of this Agreement that by their nature are intended to survive the termination or expiration of this Agreement shall so survive, including, without limitation, Sections 3-10 of this Agreement shall survive such termination or expiration. O3 reserves the right to modify the Platform, Prospect Data and Library at any time without prior notice and without liability you or any third party.
  4.  INTELLECTUAL PROPERTY OWNERSHIP. All rights, title, and interest (including all intellectual property rights) in and to the Platform, including the database of Prospect Data collected and maintained by O3 as well as the Library, and further including all modifications, upgrades, updates, additions, new versions, and derivative works thereof, shall remain the sole and exclusive property of O3 and its licensors (collectively, the “O3 IP”). Except as otherwise expressly stated herein, you obtain no right, title, or interest in or to any of the O3 IP. You are not authorized to copy or use any of O3’s names, trademarks, service marks, or logos, or those of any of O3’s licensors or partners, that are included in or provided with the Platform, Prospect Data, or Library. You shall not disclose any O3 IP to any other person, company, or entity except as expressly permitted herein by this Agreement. You hereby grant to O3 a transferable, irrevocable, royalty-free, worldwide, perpetual license to use and incorporate into the Platform or other products or services any suggestions, ideas, enhancement requests, feedback, recommendations or other information that you provide to O3.
  5.  YOUR DATA. As between you and O3, all data, information, and/or other materials submitted by you or your users to the Platform (“Your Data”) will remain your sole property. You hereby grant O3 a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right and license to use, license, distribute, copy, store, transmit, modify, and display Your Data (i) to provide, maintain and improve the Platform, and (ii) for other business purposes, including the sale of ads, the development and commercializing of other services or products, or allowing others to market to you, each as determined by O3 in its discretion and without the requirement of any compensation or attribution to you. You will have sole responsibility, and we assume no responsibility, for the accuracy, quality and legality of Your Data and your use of Your Data in connection with the Platform. O3 shall have no obligation to retain any of Your Data during the Trial Period. O3 may monitor how the Platform is used by you and may collect, use, compile and disclose any data derived from your use of the Platform for industry analysis, analytics and other business purposes.
  6.  OPT-IN MARKETING. Your registration and use of the Platform will serve as an opt-in to receive O3’s marketing communications. You may elect to opt-out from receiving our marketing materials by contacting O3 through the Platform.
  7. DISCLAIMERS AND LIMITATIONS OF LIABILITY
    1. 7.1. Limitations. O3 HAS NOT VERIFIED THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE PLATFORM, INCLUDING THE PROSPECT DATA AND THE LIBRARY, AND O3 DOES NOT WARRANT ANY THIRD-PARTY OR PUBLICLY AVAILABLE DATA, INCLUDING THE PROSPECT DATA, LIBRARY, SOFTWARE OR SERVICES PROVIDED TO YOU IN RELATION TO THIS AGREEMENT, INCLUDING AS SUCH THIRD-PARTY COMPONENTS MAY BE INCLUDED IN THE PLATFORM OR ANY OTHER MATERIALS PROVIDED BY O3 (“THIRD-PARTY COMPONENTS”). YOU AGREE THAT O3 SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO ANY THIRD-PARTY COMPONENTS. TO THE EXTENT THE PLATFORM CONTAINS ANY LINKS TO ANY THIRD-PARTY CONTENT OR WEBSITES, YOU ACKNOWLEDGE THAT SUCH THIRD PARTIES MAY REQUIRE YOUR AGREEMENT TO ADDITIONAL TERMS, AND YOU AGREE THAT YOU USE SUCH THIRD-PARTY CONTENT AND WEBSITES AT YOUR OWN RISK AND O3 IS NOT LIABLE FOR ANY SUCH THIRD-PARTY CONTENT OR WEBSITES.
    2. 7.2. Disclaimer of Warranties. O3 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE USE, FUNCTIONALITY, OR AVAILABILITY OF THE PLATFORM, PROSPECT DATA, OR LIBRARY, AND O3 HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PLATFORM, PROSPECT DATA, LIBRARY, AND PROSPECTING SERVICES ARE PROVIDED STRICTLY ON AN AS-IS BASIS, O3 DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, PROSPECT DATA, OR LIBRARY WILL BE AVAILABLE OR WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. WITHOUT LIMITING THE FOREGOING, O3 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY THIRD- PARTY COMPONENTS.
    3. 7.3. Non-Reliance. THE PROSPECT DATA, LIBRARY, AND OTHER INFORMATION PROVIDED THROUGH THE PLATFORM ARE FOR GENERAL INFORMATION ONLY AND ARE NOT INTENDED TO PROVIDE SPECIFIC ADVICE OR RECOMMENDATIONS FOR ANY INDIVIDUAL OR ENTITY. YOU AGREE THAT YOU DO NOT AND WILL NOT RELY ON O3, THE PLATFORM, THE LIBRARY, OR THE PROSPECT DATA FOR ANY ADVICE, GUIDANCE, OR ANY OTHER PURPOSE. FURTHER, THE PLATFORM, PROSPECT DATA, AND LIBRARY DO NOT PROVIDE AND SHOULD NOT BE CONSIDERED AS FINANCIAL OR LEGAL ADVICE OR INVESTMENT RECOMMENDATIONS, AND YOU ASSUME ALL RISK AND LIABILITY RELATED TO ANY AND ALL DECISIONS MADE BY YOU, REGARDLESS OF WHETHER MADE IN RELIANCE ON OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, PROSPECT DATA, OR LIBRARY. YOU SHOULD CONSULT YOUR OWN ATTORNEY, ACCOUNTANT, FINANCIAL OR TAX ADVISOR, OR OTHER PLANNER OR CONSULTANT WITH REGARD TO YOUR OWN SITUATION.
    4. 7.4. Disclaimer of Certain Damages. IN NO EVENT SHALL O3 OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE SUPPLIERS OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING FROM OR RELATED TO THE PLATFORM, PROSPECT DATA, LIBRARY, OR THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF O3 OR ITS AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE; (B) ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE PLATFORM, PROSPECT DATA, LIBRARY, OR ANY OTHER INFORMATION OR MATERIALS OBTAINED BY YOU BY VIRTUE OF THIS AGREEMENT; OR (C) ANY PROBLEMS WITH THE PLATFORM ATTRIBUTABLE TO THE PUBLIC INTERNET INFRASTRUCTURE OR TO YOUR ABILITY TO BE CONNECTED TO THE INTERNET.
    5. 7.5. Limitation of Liability. O3’S, ITS AFFILIATES’, AND THEIR RESPECTIVE SUPPLIERS’ AND LICENSORS’ LIABILITY FOR DAMAGES TO YOU FOR ANY CAUSE WHATSOEVER ARISING UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THE PLATFORM, THE PROSPECT DATA, THE LIBRARY, OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO $100. No action arising under this Agreement, regardless of form, may be brought by either Party more than two years after the cause of action has arisen.
    6. 7.6. Acknowledgement. Each Party acknowledges that the limitation of liabilities and disclaimers contained herein constitute an agreed upon allocation of risk between the Parties, have been factored into O3’s pricing, and are an essential element of the bargain between the Parties.
  8.  INDEMNIFICATION. You shall indemnify, defend and hold harmless O3 and its affiliates and their respective employees, contractors, agents, permitted assigns and successors from and against any loss, cost, damage or expense (including reasonable attorneys’ fees and costs) in respect of any claim that relates to (a) Your Data or any other content or materials inputted to, stored in or processed by the Platform in connection with your use of the Platform hereunder or (b) any breach by you of these Data Platform Terms Of Use – Free Trials.
  9.  DISPUTES. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Illinois, without regard to its conflict of law provisions. YOU ACKNOWLEDGE AND AGREE THAT O3 MAY, IN ITS SOLE DISCRETION, REQUIRE THAT ANY DISPUTE OR CLAIM BETWEEN O3 AND YOU ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE RELATING TO THE PLATFORM, PROSPECT DATA, OR LIBRARY IN ANY MANNER BE SETTLED BY BINDING ARBITRATION IN CHICAGO, ILLINOIS, UTILIZING THE DISPUTE RESOLUTION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). IF O3 REQUIRES THAT A DISPUTE OR CLAIM BE RESOLVED THROUGH BINDING ARBITRATION, O3 WILL NOTIFY YOU. IF SO REQUIRED BY O3, BOTH O3 AND YOU HEREBY ACKNOWLEDGE AND AGREE TO SUBMIT EXCLUSIVELY TO THE JURISDICTION OF THE AAA IN CHICAGO, ILLINOIS, TO RESOLVE THE APPLICABLE DISPUTE OR CLAIM THROUGH BINDING ARBITRATION BY THE AAA, provided that the foregoing shall not prevent either Party from enforcing the judgment of any such arbitration or prevent O3 from seeking injunctive relief in any court of competent jurisdiction. If O3 does not require a dispute or claim to be resolved by arbitration, except for an action for injunctive relief brought pursuant to Section 10.10, any action or proceeding arising from or relating to this Agreement, the Platform, the Prospect Data, or the Library shall be brought solely and exclusively in the state or federal courts located in Cook County, Illinois, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding and irrevocably waives any objections thereto.
  10.  GENERAL
    1. 10.1. Notices. Notices to you may either be posted on the Platform or delivered to you through any other reasonable means, including email, and you agree that such notice shall be deemed received the following day. Notices to O3 must be in writing and shall be deemed given (a) when delivered in person, at the time of such delivery; (b) when delivered by a courier service or by express mail, at the time of receipt; or (c) five (5) business days after being deposited in the United States mail, postage prepaid, registered or certified mail, addressed (in any such case). Notices to be sent to O3 shall be delivered to 233 S Wacker Dr., Suite 8350, Chicago, IL 60606. O3 may designate a new notice address and other notice information by giving notice to you in accordance with the provisions hereof.
    2. 10.2. Assignment. You may not assign this Agreement or any of the rights or duties hereunder to any person without O3’s prior written consent. Any assignment in violation of this Section shall be void, of no effect, and shall allow O3 to immediately terminate this Agreement. This Agreement and the rights granted hereunder shall inure to the benefit of any permitted assignees. O3 may freely enter into subcontracts, outsourcing agreements or other arrangements for the performance of its obligations hereunder, but no such arrangement shall impair O3’s liability for its obligations under this Agreement. Without limiting the generality of the foregoing, you acknowledge and agree that O3 may use third parties to host the Platform, Prospect Data, Library, and any other materials or information related to or arising from this Agreement.
    3. 10.3. Nonexclusive. Nothing expressed or implied in this Agreement shall be deemed to restrict O3’s right or ability, whether during the term of this Agreement or at any time thereafter, to: (a) directly or indirectly sell, license, use, promote, market, exploit, develop or otherwise deal in any product or service of any kind in any location; or (b) enter into any business arrangement of whatever nature or description with any entity in any location.
    4. 10.4. Force Majeure. Neither Party shall be liable for any failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, pandemic, damage, destruction, component or materials shortage, failure of electronic or mechanical equipment or communications lines, network connectivity, telephone or other interconnect problems, unauthorized access, theft, operator error, or any other cause beyond the reasonable control of such Party.
    5. 10.5. Entire Agreement, Modification. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, representations, warranties and understandings, whether written or verbal. This Agreement may not be amended, modified or altered except pursuant to a written document signed by both Parties; however, you agree that O3 may amend, modify, or alter the terms of this Agreement by posting a new version hereof on the Platform, and that your continued use of the Platform thereafter shall constitute your acceptance of the modified version of this Agreement. If you do not agree to the modified version, you should immediately cease use of the Platform and notify O3.
    6. 10.6. Waiver. The waiver by either Party of a breach or default hereunder shall not operate or be construed as a waiver by such Party of any subsequent or other breach or default hereunder, whether or not the subsequent or other breach or default is of the same or similar nature.
    7. 10.7. No Third-Party Beneficiaries. This Agreement shall not be for the benefit of, or enforceable by, any person not a party hereto and shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.
    8. 10.8. Severability. If any provision of this Agreement shall be deemed illegal or otherwise unenforceable, in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and this Agreement shall remain in full force and effect.
    9. 10.9. Independent Contractors. Each Party is an independent contractor, and neither Party has the authority to bind, represent, or commit the other to any obligation to a third party except as expressly set forth in this Agreement. Nothing in this Agreement is intended to create an employment or co-employment relationship, a joint venture, a partnership, or any agency relationship between the Parties.
    10. 10.10. Injunctive Relief. You acknowledge that the O3 IP constitutes valuable and proprietary information of O3 and/or its licensors and that any actual or threatened breach of this Agreement or any other misappropriation or impermissible use or disclosure of any O3 IP will constitute immediate, irreparable harm to O3 and/or its licensors, for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other remedies available to O3, you agree that O3 may seek any equitable relief, including injunctive relief, for such breach or threatened breach without the need to post bond or other security or to prove the inadequacy of monetary damages.
    11. 10.11. Headings, Counterparts. The paragraph headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of said paragraphs. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original.
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