User Agreement

User Agreement - EFFECTIVE DATE: June 1, 2022

PLEASE READ THE FOLLOWING USER AGREEMENT TERMS AND CONDITIONS CAREFULLY:

We welcome you to Digitoil and we invite you to access and use our mobile app and our website, subject to the rules that follow.

Digitoil LLC ("Digitoil") requires that all visitors ("you") to our websites (www.wellsitereport.com and www.paprlss.com) or who use our mobile app (collectively referred to as the "Site"), or who subscribe to our services provided through the Site (the "Services"), agree to the terms of this User Agreement ("UA"), in order to access or use the Site and the Services provided through it. The Services include a cloud based subscription service for downloadable forms accessed via mobile applications or desk top. This UA is divided into several parts - one generally for the Site terms, and the other generally for the subscription terms, and a third part generally applicable to all. All parts of this UA are binding on you according to the terms set forth herein.

BY ACCEPTING THIS AGREEMENT, WHETHER BY ENTERING INTO A SUBSCRIPTION PLAN, CREATING AN ACCOUNT, CLICKING A BOX INDICATING YOUR ACCEPTANCE OR OTHERWISE BY ACCESSING OR USING THE SERVICES, YOUSIGNIFY THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, ANDAGREE TO THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS USER AGREEMENT, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THIS USER AGREEMENT AS IT MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES OUR PRIVACY POLICY.

AUTOMATIC BILLING. By subscribing to paid Services you are electing to utilize a recurring payment plan. You authorize Digitoil to automatically charge your credit card on file on a monthly basis until you terminate this User Agreement in accordance with the terms of this UA. You are responsible for providing Digitoil with your most current billing information. You may cancel your Plan at any time. UNINSTALLING OUR APP FROM YOUR DEVICES DOES NOT CANCEL YOUR PLAN SUBSCRIPTION. Please refer to Section III.C. for more details on payment and cancellation.

As used in this UA, "we," "our," and "us" means Digitoil unless otherwise indicated. The word "you" includes generally both individuals using the Site and/or Services for personal purposes ("Consumer Users") or legal entities who use the Site for commercial purposes ("Entity Users"). In this UA, any reference to "you" will mean both Consumer Users and Entity Users ("Users"), unless we specify one or the other for any particular provision within the UA. Additions and changes to the content on the Site or to the software used to power it will be covered by this UA and will become effective to those things upon publication to the Site.

I. Who is Digitoil?

Digitoil is a company with a business address located at 608 E. McMurray Road, Suite 206, McMurray, PA 15317. We provide a cloud based online platform designed to streamline reporting procedures, track data, and manage information through one software solution.

II. UA for the Site

A. Privacy Policy. We are committed to protecting the privacy of any personal information you provide to us when you use the Site. Please see our Privacy Policy for details. This UA includes and incorporates by reference the Digitoil Privacy Policy.

B. Site Usage. The Digitoil Site is designed for use only by Users 18 years of age or older interested in using the Services for either consumer or commercial purposes. Users are the sole creators of their accounts on the Site and Digitoil does not independently verify the information provided, except that we reserve the right to verify Entity User account information and updates. You are responsible for maintaining the confidentiality of your Digitoil account and password. You shall be responsible for all uses of your account and password, whether or not authorized by you. You agree to immediately notify Digitoil of any unauthorized use of your account or password.

You also agree that we or third parties acting on our behalf may send you emails regarding important information regarding your use of the Site, your account, and other electronic communications such as newsletters or promotional materials and so on. You may opt out of receiving the newsletters and other promotional messages at any time by clicking the unsubscribe link on the email, but you may not opt-out of receiving important items regarding the use of the Site or your account. Please see our Privacy Policy for your opt-out rights and how to exercise them.

C. Binding Agreement. By accessing or using the Site, you acknowledge that you have read and understood the terms of this UA, and agree to be bound by this UA, and by all related technical specifications, security procedures, rules of access, and any other terms and conditions set forth by us from time to time as posted here or through a link on the Site, or through other means that we publish to you. The use of the Site (including, without limitation, any content posted on it or software made available), by you, or anyone else authorized by you, is prohibited except as allowed by the terms and conditions contained in this UA and with respect to the Services. We may restrict your use of the Site or Services without warning at our discretion. You also agree to remain bound by the terms and conditions of the UA for Services set forth below in Part III, which governs the commercial relationship between us in connection with your use of the Services.

You represent, warrant at all times that:

1. All information you submit is truthful and accurate, and you will promptly update it as it may change from time to time.
2. For Consumer Users, you are a U.S. citizen, at least age 18 or older, and you are of age to enter into a legally binding contract when using the Site.
3. For Entity Users, the person subscribing to our Services and creating an account is employed by the institution or entity that you have designated and such person is authorized to act on the entity's behalf in an official capacity with respect to the Services and this Site.
4. Your use of the Site does not and will not violate any laws or regulations that may apply to you, or any agreements that you have with someone else.
5. Any content that you insert or upload to the Site does not infringe the copyright, trademark, publicity/privacy right, and/or other intellectual property or proprietary rights of any person.
6. You will not use the Services provided by us or the Site for any commercial "for profit" purpose outside of the relationship that we have with you, without our prior written consent.
7. While using the Site, you must comply with all applicable domestic and international laws, statues, ordinances, and regulations.

D. Our Proprietary Materials.

1. You may use the Site, including the content on it solely for the purposes stated on the Site itself and as described in this UA and in accordance with the UA for Services set forth below in Part III.

2. No text, logo, graphic, sound, image, photograph or software published on or underlying the Site may be copied, modified, published, sold or otherwise distributed, transferred or used without our prior express written permission, which we are not required to grant, even if you ask.

3. Except as otherwise expressly allowed by us, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, hyperlink to, promote, frame, download, cache, store for subsequent use, create derivative works from, transfer, or sell any information or content displayed on or obtained from the Site, in any manner.

4. We own all of the intellectual property connected with the Site. This includes, but is not limited to all copyrights, trademarks, patents, derivative works, moral rights, trade secrets, and proprietary information in all content that appears on the Site (other than the content of our third party business partners who have permission to appear on the Site), and in all software that we develop in connection with the Site and our Services. You agree not to copy, alter, frame, reverse engineer, distribute, publish, sell, prepare derivative works based on, or commercially exploit the software and/or any content.

E. Third Party Website. The Site may provide links to other websites or apps (each, a "Linked Site") as a convenience to you. Some examples of Linked Sites include links to social media sites such as Facebook, LinkedIn and Twitter. In addition, when you purchase a paid for subscription, you are directed to a third party payment processor, currently Stripe. Additionally, you may open apps on your device in order to use the Services, such as Excel or other spreadsheet applications that you maintain. We do not review or endorse these Linked Sites or any services offered through them. Such Linked Sites are not maintained by us and we do not monitor or accept any responsibility for them. As such, we are not and will not be responsible for the content, products, services, policies or activities of those Linked Sites. Any dealings that you have with these other third-parties who may be found on any Linked Site are between you and the third party, for which you assume full responsibility, and you acknowledge that we are not liable for any loss or claim you may have against such third party. The inclusion of any link to a Linked Site on our Site does not imply an endorsement by Digitoil of the Linked Site.

F.International Use. The Site is controlled and operated from within the United States. We make no representation that the Site is appropriate or available in locations outside the United States. Anyone choosing to access the Site from other locations are responsible for compliance with applicable laws. International visitors must comply with all local rules, including laws regulating the export of data from the United States or your country of residence. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Digitoil Services may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders.

III. UA for Services - Subscription Plan.

This User Agreement for Services governs your use of the Services set forth in the subscription that you select for a particular Services Plan, and incorporates this UA ("Plan").

This UA may apply to you individually as a Consumer User, or to you as an authorized Entity User and to the business or other legal entity you represent. If you are an Entity User using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into this agreement on behalf of such entity. By accessing, registering for or using the Services, you: (1) acknowledge that you have read and understand this UA; (2) agree to be bound by its terms in its entirety, and (3) are entering into a legally binding agreement with us.

NOTE: YOUR PLAN DOES NOT HAVE A TERMINATION DATE, BUT CONTINUES UNTIL TERMINATED AS DESCRIBED BELOW IN SECTION III.C. DURING THIS TIME, IF YOU SELECTED A PAID SUBSCRIPTION PLAN, YOU WILL BE AUTOMATICALLY CHARGED MONTHLY FOR THE PLAN THAT YOU HAVE CHOSEN, UNTIL CANCELLED OR TERMINATED AS PROVIDED BELOW IN SECTION III.C.

A. Use of the Services.

1. Our Services and Your License to Use. To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related to the Services; (iii) will only maintain one Plan subscription per email address at any given time; (iv) will only provide accurate information to us; (v) have full power and authority to enter into this UA and doing so will not violate any other agreement to which you are a party; and (vi) will not violate our or any third party's rights. You assume all responsibility for your use of, and access to, the Services. Plans are for the number of users as determined by the subscription for Services that you have selected and that we offer from time to time. Any multiple-party use, other than as per your Plan, is prohibited. Subject to the terms and conditions of this UA, we grant you a limited, personal, non-exclusive, non-transferable right during the Subscription Term (as defined below) to use the Services solely in accordance with the level of the Plan that you have chosen, and solely in accordance with your personal, non-commercial purposes (if a Consumer User) or for Entity Users, your internal business operations, and in all cases for all Users, only in accordance with the product manuals and user guides that we make publicly available from time to time (the "Documentation"). Your rights to use the Services are subject to use in accordance with the Documentation and any limitations set forth in a Plan (e.g., number of Users, submissions, forms/apps or use cases) (collectively, the "Scope Limitations"), and your rights to use the Services are contingent upon your compliance with the Scope Limitations and this UA.

2. Acceptable Use. Except as otherwise explicitly provided in this UA or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) use the Services to provide services that in any way violate applicable law; (b) circumvent or disable any security or other technological features of the Services, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (c) upload or provide for processing any information or material that is false, misleading, illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (d) use the Services to harm, threaten, or harass another person or organization; (e) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system; (f) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or Digitoil's security systems; or (g) use the Services in violation of any Digitoil policy or in a manner that violates applicable law, and you agree that you are solely responsible for compliance with all such laws and regulations. You will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Services or its underlying software or data. You will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Services and will include all such notices on any copies. Digitoil has no obligation to monitor your use of the Services. Digitoil may however use technological means to track user activity in the Services for any reason or purpose, including to ensure that you are using the Services in accordance with the Plan to which you subscribed. Digitoil may at all times monitor, review, retain and disclose any information as necessary to confirm compliance with this User Agreement and to satisfy or cooperate with any applicable law, regulation, legal process or governmental request.

3. Responsibility for Users. You are solely responsible for the activities of all Users who access or use the Services through your Plan and you agree to ensure that any such User will comply with the terms of this UA and any Digitoil policies. Digitoil assumes no responsibility or liability for violations. If you become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Digitoil at information@digitoil.com. You represent and warrant that all information you provide to us is complete, true and current.

4. Beta Versions. From time to time, we may make available for you to try, at your sole discretion, certain functionality related to the Services, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description (each, a "Beta Version"). Beta Versions are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. We may discontinue Beta Versions at any time in our sole discretion and may never make them generally available. We have no liability for any harm or damage arising out of or in connection with a Beta Version.

5. Reservation of Rights. We retain all right, title, and interest in and to the Services, its underlying technologies, content and data, and all related intellectual property rights, including without limitation any modifications, updates, releases, customizations, cards, apps, or other add-ons. Your rights to use the Services are limited to those expressly set forth in this UA. We reserve all other rights in and to the Services and its underlying technologies and all intellectual property rights, and no rights are granted by implication, estoppel or otherwise.

6. Availability of the Services. You are responsible for making your data available that is necessary for us to provide the Services. Actual service coverage, speeds, locations and quality may vary. We will attempt to provide the Services at all times, except for periods for maintenance and repair or in the case of emergencies or outages. The Services may be subject to unavailability for a variety of factors beyond our control including, without limitation, emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect Users, data, our systems, or the Services. The accuracy and timeliness of data received is not guaranteed.

7. System Requirements. Use of the Services requires one or more compatible devices, Internet access (separate fees may apply), and certain software (separate fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

8. Software Licenses. All software that is made available for downloading from the Site is protected by copyright and may be protected by other rights. Your downloading and use of any such software is conditioned on your agreement to be bound by the terms of the software license agreement or designated legal notice accompanying such software.

B. Support.

1. Updates. While your Plan is in effect, we may provide maintenance services which include updates, upgrades, improvements, bug fixes, patches and other error corrections (collectively, "Updates") as we make generally available to all subscribers of the Services. We may develop and provide Updates in our sole discretion, and you agree that Digitoil has no obligation to develop any Updates at all or for particular issues. You further agree that all Updates will be deemed Services, and related documentation will be deemed Documentation, all subject to all terms and conditions of this UA. We reserve the right to automatically run Updates in the background at any time (and that they cannot be disabled by you). By using the Service, you hereby agree to receive such updates.

2. Professional Services. If you request any additional services outside of our normal Services or Updates we provide as part of our standard support services, such as requests to modify the Services, you will enter into a separate statement of work with us to address such services and related fees and expenses. We have no obligation to provide such additional services, and if we do, such services will be provided at our standard professional rates then in effect.

C. Plan Terms, Payment and Termination.

AUTOMATIC BILLING. By subscribing to the Service you are electing to utilize a recurring payment plan. You authorize Digitoil to automatically charge your credit card on file on a monthly basis until you terminate this User Agreement. You are responsible for providing Digitoil with your most current billing information.

1. Plan Term - Your Cancellation. You may access and use the Services beginning on the date you subscribe online or through your mobile device, and continuing until cancelled or terminated in accordance with the terms of this UA. You may cancel your Plan at any time. You can cancel by navigating to the "Subscription" link on our Site and cancelling. Your cancellation will be effective through the end of the month in which you cancel. If you have problems cancelling through the Site, you can also send us an email at information@digitoil.com and request cancellation. Stopping payment will also cause cancellation of your Plan. UNINSTALLING OUR APP FROM YOUR DEVICES DOES NOT CANCEL YOUR PLAN SUBSCRIPTION.

2. Automatic Renewal. A paid subscription Plan will automatically renew monthly, unless you cancel prior to that renewal, your Plan is cancelled by us, or you select a different Plan. Payments are processed by a third-party service provider, Stripe, Inc. Digitoil may change the price for the Service from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Your account will automatically be charged at the rates in effect at the time of each renewal, plus fees and taxes. If you do not accept the change in pricing, you have the right to reject the change by cancelling your Plan prior to the change taking effect. Changes in pricing will take effect at the start of the next month following the date of the price change.

3. Termination. We may cancel your Plan if you fail to pay for your Plan, breach this Agreement, or for any other reason in our sole discretion. IF YOUR PLAN IS CANCELLED, YOU ARE RESPONSIBLE FOR PAYMENT OF ANY OUTSTANDING BALANCES ON YOUR ACCOUNT, INCLUDING ANY FEES YOU MAY INCUR OR MAY HAVE INCURRED. In addition, we may deny, suspend, terminate or restrict your access to all or part of the Services without notice if we determine in our reasonable discretion that you have used the Services outside of any applicable Scope Limitations or are in breach of this UA.

4. Post-Termination Obligations. Following cancellation or termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, we may delete all of your data, and other information stored on our servers.

D. Fees.

1. General. You agree to pay the fees shown on the Site for the Plan that you have chosen. The fees are based on differing licensing metrics set out in the Plan description, such as by number of forms, submissions, Users and/or use cases. To the extent your use of the Services exceeds the Scope Limitations or usage limits provided for in your Plan, we may, without limiting any other right or remedy, recover such fees and charge you standard and overage fees for any such excessive use. We may from time to time offer free pilot periods to the Services. If you purchase a subscription to a Service that includes a free trial or a pilot period, you will receive free access to such Services for the duration of the free trial or pilot period. At the end of the applicable free trial or pilot period, you will be charged the price of the subscription for such Services and may continue to be charged until you cancel your subscription Plan. To avoid charges, you must cancel before the end of the free trial or pilot period.

2. Fees and Payment. You shall make all payments in U.S. dollars. Payment of subscription fees are due monthly in arears. Fees are non-cancelable and non-refundable. Fees and expenses due from you under this User Agreement may not be withheld or offset by you against other amounts for any reason.

3. Recurring Payments. Payment for fees and charges under this agreement are recurring. Your credit card will be charged on the day you select the Plan subscription and on the same day each month thereafter. If the payment method you use with us reaches its expiration date and you do not edit the applicable information, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. For unpaid amounts, we reserve the right to retry your payment method. Failure of payment will result in automatic log-out from your account, and denial of Plan access, by any User assigned to the Plan. Digitoil may charge your payment information for subsequent charges you authorize, such as Plan upgrades or other special charges authorized by you. If you cancel, you agree that Digitoil may charge unpaid fees to your method of payment or otherwise bill you for such unpaid fees, in our sole discretion. Neither cancellation nor downgrades to your Plan can be processed if an account has a past-due balance. After receiving the payment in full, cancellation or Plan downgrades will be reflected upon the next Plan renewal. If you cancel at any time, you will not receive any refund.

4. Payment Credentials. You agree that Digitoil's third-party service providers providing payment processing services (currently Stripe) may store your payment information.

5. Taxes. All amounts charged to your account may be subject to tax, which will vary according to the address on your account and are your responsibility.

6. Price Changes. Digitoil reserves the right to change its prices at any time, and after notice by us, any price changes shall become effective at the beginning of the next month in your Plan. In cases where you have been provided discounted pricing based on a certain Scope Limitation (e.g., number of forms/apps, submissions, Users, and/or use cases) and you subsequently reduce such usage on renewal of a Subscription Term, we may revoke such discounts or otherwise increase our prices to account for the decreased usage. If Digitoil does change pricing, we will provide notice of the change through the Services, in an email to you or through other means before the change is to take effect. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the new amount.

7. Monthly Users. You agree that we may charge your payment method on a pro rata basis for devices and/or Users added to your Plan in the middle of any month, and that you will be solely responsible for removing any devices or Users from your Plan prior to subscription charges beyond the additional Plan. In addition, if you change an existing Plan, we will charge you the difference for the new subscription. If the new fee is less than the fee you already paid for your current Plan, you may request a refund or leave the credit on your account and it will be automatically applied to the next charge.

8. Billing Disputes. If you have a question about your bill, please contact us by phone at 1-877-626-7552, or by email at information@digitoil.com. Please include the following information: Your name, phone number, service address, and the details of your question. If you wish to dispute any charge, you must contact us within thirty (30) days after the date of the charge in question. OTHERWISE YOU WAIVE YOUR RIGHT TO DISPUTE THE CHARGE.

E. Data.

1. Your Data. You are solely responsible for any content, data or materials uploaded into the Services, or otherwise provided for processing by the Services (collectively, "Your Data"), the content of Your Data and legality and means by which you acquired it, and all communications with others while using the Services. You are solely responsible for the availability, accuracy, appropriateness, or legality of Your Data or any other information you may access using the Services.

2. Ownership. As between you and us, Your Data is your property. You grant us a non-exclusive, worldwide, perpetual, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Your Data as required to provide or perform the Services for you, account management and support services, and technical services, in order to provide and promote the Services and to publish, display, use, and distribute de-identified information derived from Your Data and from your use of the Services for any lawful purposes, including, without limitation, improving our products and services, developing new products and services, and developing, displaying, and distributing benchmarks, analysis and similar reports, provided that we do so in accordance with all applicable laws.

3. Data Transmission. You acknowledge that use of the Services involves transmission of Your Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. Digitoil will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt Your Data. You must protect your account login name and password from access or use by unauthorized parties, and you are solely responsible for any failure to do so. You must promptly notify us of any suspected security breach at information@digitoil.com.

F. Confidential Information.

1. Protection. Those areas of the Services and the Digitoil Site which you access by using a password or other security device may contain proprietary and confidential information of Digitoil and its suppliers, including without limitation the Documentation, manuals, software, demonstrations, program listings, product pricing, data file printouts, and other technical and marketing information ("Digitoil Confidential Information"). By accessing Digitoil Confidential Information, you agree to keep this information confidential and to use the information solely for the purpose for which we grant a license for the Services. You also agree to use reasonable care with this Digitoil Confidential Information and for Entity Users, to only disclose it within your company to employees who need to know it and who are instructed and agree not to disclose the information and not to use the information for any purpose not permitted by this UA. You will not alter, decompile, disassemble, reverse engineer, modify, or disclose to any third party any Digitoil Confidential Information that you receive.

2. Return of Confidential Information. Within thirty (30) days following the expiration or earlier termination of this User Agreement, to the extent you possess or control any Digitoil Confidential Information, you shall destroy or otherwise purge from your servers, computers and systems such Digitoil Confidential Information.

3. Feedback. You acknowledge and agree that any suggestions, enhancements, requests, recommendations, corrections, or other feedback provided by you or your users relating to the operation, functionality, or performance of the Services may be freely used by Digitoil without restriction, accounting, or payment of any kind.

G. Intellectual Property Rights in Digitoil Technology.

1. Ownership. Digitoil is and shall remain the exclusive owner of, and retains all Intellectual Property Rights and all other ownership interests in and to, the Services and underlying technology, and in any and all modifications, releases, derivatives or customizations thereof. All object and source code comprising the Services and underlying technology shall at all times reside on servers that are in the custody of and are operated by Digitoil and/or its authorized subcontractors. User shall have no rights with respect to the Digitoil technology other than the right to receive the applicable subscription Services via the cloud portals through which Digitoil makes the subscription Services available, and only to permit authorized Users to receive the subscription Services via the Digitoil technology, subject to the terms and conditions set forth in this User Agreement and in any Documentation provided with the subscription Services at the time of access and implementation. User will not, and will not permit any third party, to copy, transmit, distribute, sell, rent, lease, transfer, reproduce, modify, adapt, enhance, translate, reverse engineer, disassemble, decompile, attempt to derive source code, or create derivative works or competing products from the Digitoil technology or any source code or components thereof, or from any platforms or programs upon which the subscription Services are configured or powered.

2. Intellectual Property. For purposes of this UA, "Intellectual Property Rights" means, on a world-wide basis, any and all now-known or hereafter known or created rights associated with works of authorship or creation including, without limitation: (i) copyrights, copyright rights, moral rights and mask work rights; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents and other patent rights; (v) other rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (vi) all other intellectual and industrial property rights of every kind or nature and however designated, whether arising by operation of law, contract, license or otherwise; and (vii) all national, foreign and state registrations, applications for registration and all renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisional, reissues, substitutions and reexaminations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations of any rights relating thereto; and to settle and retain proceeds from any such actions).

3. Equitable Remedies. In addition to and without limiting any other rights and remedies available to an owner of Intellectual Property Rights, such owner may obtain injunctive relief without requirement of posting a bond to redress or prevent violations of this Section III.G.

IV. Miscellaneous Provisions Applicable to this entire UA

A. Warranty and Legal Disclaimers.

We make reasonable efforts to provide a Site and Services that are safe and useful to you, but we make no warranties. We retain the right to restrict use of the Site or Services in any manner we deem appropriate.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. ALL CONTENT, SERVICES AND UNDERLYING SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DIGITOIL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DIGITOIL MAKES NO WARRANTY THAT (i) THE SERVICES AND SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES ARE OR WILL BE RELIABLE; AND (iii) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

Notwithstanding the foregoing, Digitoil observes, and expects third party providers to observe and to strictly adhere to, all federal, state, and local laws, rules and regulations.

B. Limitation of Liability.

IN NO EVENT SHALL DIGITOIL, ITS EMPLOYEES, AGENTS, AFFILIATES, DIRECTORS, OFFICERS, REPRESENTATIVES, SUBCONTRACTORS, ADVISORS, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SITE OR THE SERVICES (COLLECTIVELY "DIGITOIL AND ITS AFFILIATES") BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES OR LOSS OF PRODUCTS, USE OF DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM THE USE OF ANY OF THE SITE OR SERVICES OR ANY LINKED SITE (AS DEFINED IN THIS UA), OR INABILITY TO USE THE SITE OR SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE DIGITOIL AND ITS AFFILIATES OR TO PARTICIPATE IN ANY CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SITE OR SERVICES.

YOU UNDERSTAND AND AGREE THAT DIGITOIL AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR EQUIPMENT OR NETWORK FAILURE WHATSOEVER, AND THAT DIGITOIL AND ITS AFFILIATES WILL NOT BE LIABLE WHATSOEVER FOR ANY DAMAGES OR INJURY THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CONTENT ON THE SITE, EVEN IF THERE IS NEGLIGENCE BY DIGITOIL OR AN AUTHORIZED DIGITOIL REPRESENTATIVE, OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BOTH. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.

DIGITOIL NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE SERVICES, CONTENT, UNDERLYING SOFTWARE OR ANY OTHER MATERIALS DISPLAYED ON THE SITE WILL NOT INFRINGE RIGHTS OF THIRD PARTIES.

TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ANY DIGITOIL TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (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 TOTAL AMOUNT PAID BY YOU UNDER THE APPLICABLE PLAN DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

C. Indemnification. You agree to indemnify and hold Digitoil and its affiliates harmless from and against any and all loss, liability, claims, causes, actions, damages or penalties, including reasonable attorneys' fees, made by any third party due to or arising out of: (1) your use of the Site or Services in breach or violation of any term of this UA; (2) your violation of any law or regulation; (3) breach of your representations, warranties and agreements as set forth herein; or (4) any content you provide to Digitoil.

D. Changes In Terms.

WE RESERVE THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME, WITHOUT NOTICE TO YOU. ANY CHANGES WILL BE EFFECTIVE UPON POSTING OF THE REVISIONS TO THIS UA ON THE SITE, WHICH IS REFLECTED IN THE DATE LAST UPDATED. YOUR CONTINUED USE OF THE SERVICE AFTER THAT DATE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

E. Governing Law.

This UA is governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to its choice of law or conflicts of law provisions, and any controlling United States federal law. You agree that any claim or dispute that has arisen or may arise between you and Digitoil will be brought exclusively in a state or federal court located in Allegheny County, PA, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts. You and we agree to submit to the personal jurisdiction of the courts located within Allegheny County, PA for the purpose of litigating all such claims or disputes. If any provision is deemed by a court of competent jurisdiction to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions.

F. Assignment. You may not assign, sublicense or otherwise transfer any right or obligation set forth in this UA without our prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. We may assign any of our rights or obligations under this UA to another party without notice or consent for any reason. This UA and conditions in this UA are binding upon the parties' respective successors and permitted assigns.

G. Contact Digitoil. If you have any questions about the Site, Services or this UA, you may contact us via e-mail at information@digitoil.com. We are always glad to hear your questions and comments.

H. Entire Agreement. This UA and any related Documentation, technical specifications, security procedures, rules of access, and any other terms and conditions set forth by us from time to time as posted on the Site or through a link on the Site, or through other means that we publish to you, constitute the entire agreement between us and you in connection with your use of the Site and Services, hyperlinks to the Site and the content and software displayed on the Site, and supersedes any prior agreements between us and you regarding such matters, including prior versions of this UA. Nothing in this UA may be construed to create or confer any rights on third party beneficiaries. If any part of this User Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this User Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this User Agreement is found to be illegal, unenforceable, or invalid, your right to use the Services will immediately terminate. The following provisions will survive termination of this UA: Part II C.(e); D.4; Part III A.2; A.5; C.3; D.1; D.2; D.5, D.8; E.2; E.3; F, G, Part IV A; B; C; and E.

I. Special Legal Notices and TCPA Consent.

1. Copyright Infringement Claims - We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access to them) from us by submitting written notification to us at information@digitoil.com. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) your name, mailing address, telephone number, and email address; (5) a statement by you that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Copyright Agent - Pursuant to the DMCA, written notice of a claimed copyright infringement must be submitted to Digitoil's Designated Copyright Agent using the following contact information:

ALL INQUIRIES NOT CONFORMING TO THE ABOVE PROCEDURES WILL RECEIVE NO RESPONSE.

PLEASE BE AWARE THAT IF YOU KNOWINGLY MATERIALLY MISREPRESENT THAT (i) MATERIAL OR ACTIVITY ON OUR SITE IS INFRINGING YOUR COPYRIGHT, OR (ii) MATERIAL OR ACTIVITY ON OUR SITE WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION, YOU MAY BE HELD LIABLE FOR DAMAGES (INCLUDING COSTS AND ATTORNEYS' FEES) UNDER § 512(f) OF THE DMCA.

2. TCPA Consent - Authorization to Contact You - By agreeing to this UA, you expressly agree to receive calls, including autodialed and/or pre-recorded message calls, from us at any of the telephone numbers (including mobile telephone numbers) that you have provided to us. If the telephone number that is a mobile telephone number, you consent to receive SMS or other text messages at that number. Standard telephone minute and text charges may apply if we contact you at a mobile number or device. You agree we may contact you in the manner described above at the telephone numbers we have in our records for these purposes:

• To contact you for reasons relating to your account or your use of our Site or Services (such as to collect money, resolve a dispute, or to otherwise enforce this UA) or as authorized by applicable law.
• We may share your telephone numbers with our service providers who we have contracted with to assist us in pursuing our rights or performing our obligations under this UA, our policies, or any other agreement we may have with you. These service providers may also contact you using autodialed or prerecorded messages calls and/or SMS or other text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes. We will not share your telephone number with non-affiliated third parties for their purposes without your explicit consent, but may share your telephone numbers with our affiliates, for their use, as authorized under our Privacy Policy.
• You further agree that we may send e-mails to you at any e-mail address you provide us or use other electronic means of communication to the extent permitted by law.
• Consent for the above authorizations may be revoked by you at any time and by any reasonable means, including by emailing us at information@digitoil.com, and putting the words "remove my telephone number" in the subject line of your email, or by telephoning us at 1-877-626-7552.

(3) Special California Notice - If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.