Terms and Conditions of the License Agreement of Job Hazard Analytics™
This License Agreement (“Agreement”) is entered into this the 20 day of March, 2019 by and between
Alliant Corporation (“Alliant”), and you (each of which may be referred to herein as the “User”).
WHEREAS, Alliant has developed an internet-based business site allowing for Users to input data for the purpose of creating
Job Hazard Analysis (“JHA”) for various occupations and employment related events commonly known as Job Hazard Analytics™ (“Site”).
WHEREAS, User seeks a limited, non-exclusive, non-transferrable license to use the Site for the preparation of JHA’s for the User’s business and
Alliant, pursuant to the terms herein, has agreed to grant User a limited, non-exclusive, non-transferrable license to use the Site.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the acceptance and
sufficiency of which are hereby acknowledged, each of the parties hereto, intending to be legally bound, does hereby agree as follows:
Term. This Agreement will commence on the date set forth above and shall remain in effect for one (1) year, and it shall
automatically renew on the annual anniversary date unless terminated as provided in Section 4.
Scope of Licenses. Alliant shall provide User with access to the Site in accordance with the license agreements purchased by User.
Alliant grants to User a non-exclusive, non-transferable right to (1) use the Site, and (2) prepare JHA for User’s business; provided,
however, that User may not copy, decompile, disassemble, or otherwise reverse engineer any aspect Alliant’s Site in any manner.
Subject to full payment of the applicable License Fees and the other terms and limitations of this Agreement, Alliant hereby
grants to User a perpetual (subject to termination as expressly provided herein), non-exclusive right to use the Site in accordance
with and subject to the terms of this Agreement and the applicable user documentation provided by Alliant, under all proprietary rights
of Alliant or under which Alliant is authorized to grant this license. Any and all rights and licenses in and to the Site not expressly
granted herein are reserved by Alliant, and User does not acquire any rights of ownership in the Site. Any Related Documentation provided
by Alliant related to the use and operation of the Site is provided hereunder strictly for Use in connection with the Site in accordance
with the terms of this Agreement. This is a license and not a sale, and no right of re-sale or sublicense to a third party is provided.
User shall have the right to request Alliant to modify Site application code and related documentation granted by the Site,
in accordance with 3.3 below, in order to fulfill the User’s business requirements to create a JHA for User’s business
(the foregoing modifications sometimes referred to herein as “User Modifications”). However, User is not granted a general development
license, or any right to modify or further develop the Site for purposes of commercialization thereof.
User shall, as to User Modifications created in accordance with and subject to the terms of this Agreement, be entitled to
ownership of JHA’s created through the Site.
User shall be responsible and liable for the compliance of all its contractors and subsidiaries with the terms of this Agreement.
Any Modification requested by the User and completed by Alliant shall become the property of Alliant with full rights of
usage granted to the User as long as this Agreement remains in effect.
User shall pay to Alliant “License Fees”, which include Setup Fee and Annual Subscription Fee, for access and use of the Site, which are due
and payable to Alliant upon receipt by User of Alliant’s invoice. The specific License Fees are based upon the authorized number of
concurrent site users requested by the User and will be in accordance with Alliant’s Setup Fee and Annual Subscription Fee schedule
(“Fee schedule”) in effect at the time of setup, or at the time of any User-requested increase in the number of authorized concurrent
site users, or annual renewal. User is responsible for payment of any and all sales, use, value added, personal property or similar
taxes, tariffs or governmental charges. User agrees to make timely payment of the applicable License Fees. License Fees are based upon
the authorized number of concurrent site users. In the event that the User requests an increase in the authorized number of concurrent site
users, the difference between the previous Setup Fee and the Setup Fee for the requested number of concurrent site users will be invoiced
in accordance with the applicable Fee schedule in effect at the time of the increase. The Fee schedule hereunder shall be subject to
increase and payment from time to time. However, increases in the Annual Subscription fee shall not be in excess of a 15% increase over
the previous year’s Annual Subscription fee.
User has and will maintain sufficient quantities of fully valid licenses (including licenses for licensed third party software)
to support the maximum number of users and/or devices that may access or use the Site.
User shall pay to Alliant a negotiated fee for development and implementation of Modifications requested by the User in accordance
with 2.2 above.
In the event the User requests a reduction in the authorized number of concurrent site users, User is not entitled to a refund or credit
of the difference between the previous Setup Fee and the Setup Fee for the requested reduction in the number of concurrent site users.
However, the Annual Subscription Fee subsequently invoiced by Alliant to the User will reflect the Fee schedule in effect for the reduced
authorized number of concurrent site users.
By the User. User shall have the right to terminate this Agreement with prior written notice of thirty (30) days to Alliant. The User
shall not be entitled to a refund of the paid License Fees upon such termination. Upon such termination, the User shall promptly
cease using the Site.
By Alliant. In the event of the User’s material breach of this Agreement, Alliant shall have the right to terminate this Agreement with
prior written notice of thirty (30) days to the User and shall have all remedies available at law. In such case, the User shall continue
to have a non-exclusive right to use the Alliant Site and all Maintenance and Update releases issued and delivered by Alliant to User
through the date of termination of this Agreement. In the event of termination under this Section, Alliant shall have no obligation
to refund any paid License Fees.
After ninety (90) calendar days following the date of termination of this Agreement, Alliant shall have the right to delete all User
content from the site without reprisal by User. Upon User’s request within ninety (90) calendar days following the date of termination
of this Agreement, and in accordance with Section 3.3 above, Alliant will endeavor to provide User’s site content
in a User-defined format.
Work Product. User shall have a perpetual, nontransferable, paid-up right and license to use any JHA or other User data created by the User
through the Site at any time. Notwithstanding anything in this Agreement to the contrary, all trade secrets, templates, generic programming codes and
segments (including reusable code, scripts, and applets), methodologies, tools, notes, programming techniques, routines, reusable objects,
software architecture, and similar materials directly or indirectly related to the Site shall be the property of Alliant. All copyright rights in
any application program interface software and code delivered by Alliant shall be owned by Alliant. User agrees that Alliant shall retain sole
ownership of all trade secrets, templates, generic programming codes and segments (including reusable code, scripts, and applets), methodologies,
tools, notes, programming techniques, routines, reusable objects, software architecture, and similar materials directly or indirectly related to
the Site, even if enhancements suggested or requested by the User become incorporated therein. All ownership and other rights in the work
products and related intellectual property rights that are derivative works of User remain in and/or are assigned to Alliant. User is further
precluded from developing for itself, or for others, materials which are competitive with those produced as a result of the User’s use of the
Site through this Agreement.
Intellectual Property Rights/Copyrights/ Confidentiality
As between Alliant and User, Alliant holds full copyright and title to the Site and related documentation and all associated intellectual
property rights related thereto. The Site is protected by copyright and/or trade secret laws and international treaty provisions.
Alliant reserves all unpublished rights under United States copyright laws. Any disregard of Alliant rights, including inappropriate
access to the Site which might render copying of the Site for third parties, shall be deemed to be a material breach of this Agreement and
shall entitle Alliant to terminate this Agreement for cause and pursue all remedies available to it.
User acknowledges and agrees that Alliant will retain all right, title, interest and ownership in and to the Site and any copies or updates or
derivative works of the Site (except if and only to the extent provided otherwise in Section 2.2). User acknowledges that the Site constitutes
proprietary information and trade secrets of Alliant, whether or not any portion thereof is or may be the subject of a valid copyright or
patent. User shall not change or remove any marks concerning copyright, title or trademarks in the Site. User shall reproduce such marks
on all copies or extracts of the Site. Results of benchmark or other performance tests run on the Site may not be disclosed to any third
party without Alliant’s prior written consent.
Alliant provides access to the licensed portions of the Site by security and access codes. The User shall not break or change any Site
security or access codes. The User shall not reverse engineer or disassemble the Site, except where and only to the extent that such
operations are permitted according to mandatory, statutory legislation and the User shall comply with that legislation in all respects.
Except as may be expressly permitted by this Agreement, under no circumstance shall User at any time disclose, provide access to or display
to any third party, or publish or communicate, or permit any of the foregoing to occur, any software code and any other documentation and
information related thereto which has been disclosed by Alliant or its agents to User under, pursuant to or in connection without the prior
written consent of Alliant, which consent will not be unreasonably withheld. Subject to the foregoing, User agrees to maintain the
Confidential Information in strictest confidence and in no case shall User be allowed to display, use or transmit in any way, other than
as explicitly allowed herein, to any third party, the object code, source code, or Objects of the Application Code or the Site. User agrees
to take all appropriate steps to ensure that persons having access to the Site as may be permitted hereunder shall refrain from any
unauthorized reproduction, disclosure or development of the Site or any portion thereof and shall equally comply with the obligations set
forth in this Section 2 and Section 1. The User realizes that the Site received pursuant hereto has been received solely under this
license, and has not been purchased outright. User has no greater right than the rights granted herein.
User’s rights to any of the Site or related materials does not include any license, right, power or authority to (i) create derivative works
or customizations to the Site, in any manner that would cause the Site or Modifications in whole or in part to become subject to any of the
terms of an excluded license or (ii) distribute the Site or Modifications, or derivative works or customizations thereof. An “excluded license”
is any license that requires as a condition of use, modification and/or distribution of software subject to the excluded license,
that such software or other software combined and/or provided with such software be (a) disclosed or distributed in source code form,
(b) licensed for the purpose of making derivative works, or (c) redistributable at no charge. A “customization” means changes, modifications,
enhancements, revisions and alterations made to the applicable software or software documentation.
The parties acknowledge and agree that any breach or violation of the provisions of this agreement would cause irreparable harm to Alliant,
and without limiting any of the other remedies available to Alliant, any breach or violation of said provisions, or any of them, may be
enjoined or restrained by any court of competent jurisdiction, and any temporary restraining order or emergency, preliminary or final
injunctions may be issued by any court of competent jurisdiction, without bond.
Confidential Information. Each party (“Such Party”) shall hold in trust for the other party (“Such Other Party”) and shall not disclose to
any nonparty to the Agreement any confidential information of Such Other Party. Confidential information means any and all information related
to Such Other Party’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer
and supplier lists, personnel information, financial data, and proprietary information of third parties provided to Such Party in confidence) that
is labeled or identified as “confidential” or “proprietary” or that Such Party otherwise knows, or would reasonably be expected to know, Such Other
Party considers to be confidential or proprietary or Such Other Party has a duty to treat as confidential. Alliant software/internet codes and
related developments delivered hereunder shall be included in Confidential Information of Alliant. Such Party’s obligations under this
Article 6 will terminate with respect to any particular information that Such Party can prove, by clear and convincing evidence, (a) Such Party lawfully knew
prior to Such Other Party’s first disclosure to Such Party, (b) a third party rightfully disclosed to Such Party free of any confidentiality duties
or obligations, or (c) is, or through no fault of Such Party or breach of obligation by any third party the information has become, generally
available to the public. Additionally, Such Party will be permitted to disclose Confidential Information to the extent that such disclosure is
(i) expressly approved in writing by Such Other Party, (ii) necessary for Such Party to enforce its rights under this Agreement in connection with
a legal proceeding, or (iii) required by law or court order, provided that Such Party immediately notifies Such Other Party in writing of such
required disclosure and cooperates with Such Other Party, at Such Other Party’s reasonable request and expense, in any lawful action to contest or
limit the scope of such required disclosure, and to obtain a protective order, including filing motions and otherwise making appearances before a court.
Limited Warranty. ALLIANT WARRANTS TO USER THAT DURING THE TERM THAT THE USER SHALL BE GRANTED A NON-EXCLUSIVE, NON-TRANSFERRABLE LICENSE
TO ACCESS THE SITE. ALLIANT RESERVES THE RIGHT TO SUSPEND USER’S ACCESS TO THE SITE FOR PURPOSES OF PERIODIC SITE MAINTENANCE OR BREACH OF THIS AGREEMENT.
ALLIANT MAKES NO OTHER WARRANTIES, WHETHER REGARDING SERVICES, PERSONNEL, DELIVERABLES OR WORK PRODUCT OR ANY OTHER ASPECTS OF ALLIANT’S PERFORMANCE
HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTY OF FITNESS FOR PURPOSE OR MERCHANTABILITY. USER UNDERSTANDS AND AGREES THAT THE SITE AND THE SERVICES
OFFERED THROUGH THE SITE RELATED TO THE FORMULATION OF JHA’S ARE BASED SOLELY ON THE USER’S DATA INPUT, DESCRIPTIONS OF JOBS, AND JOB CHARACTERIZATION.
USER UNDERSTANDS AND AGREES THAT ALLIANT IS NOT AND SHALL NOT MAKE ANY REPRESENTATION, EXPRESS OR IMPLIED, THAT ANY JHA CREATED BY THE USER THROUGH
THE SITE IS ACCURATE, CORRECT OR IN COMPLIANCE WITH ANY OR ALL OSHA OR OTHER STANDARDS. OTHER THAN AS SET FORTH IN SECTION 7 BELOW, NEITHER PARTY
SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EITHER IN CONTRACT OR TORT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS
BEEN REASONABLY FORESEEN BY SUCH PARTY.
Limitation of Liability
IN NO EVENT AND NO MATTER THE CIRCUMSTANCES SHALL ALLIANT BE LIABLE FOR ANY LOSS OF ANTICIPATED PROFIT, LOSS OF DATA, DAMAGE TO
RECORDS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (COLLECTIVELY “LOSSES”) (WHICH FOR PURPOSES OF
THIS AGREEMENT SHALL BE DEEMED TO INCLUDE, BUT NOT BE LIMITED TO THE LOSS OF GOODWILL, OR LOSS AS A CONSEQUENCE OF ANY KIND OF BUSINESS
INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SITE, RELATED DOCUMENTATION OR SERVICES
CONNECTED THERETO EVEN IF ALLIANT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT
OR TORT OR OTHERWISE. ACCORDINGLY, THE USER CANNOT CLAIM, DEMAND OR SEEK RECOVERY FROM ALLIANT FOR ANY OF THE FOREGOING LOSSES AND ALLIANT
WILL NOT INDEMNIFY THE USER FOR SUCH CLAIMS. USER UNDERSTANDS AND AGREES THAT MICROSOFT IS NOT RESPONSIBLE FOR THE SITE AND ANY EFFECT
THE SITE MAY HAVE ON MICROSOFT SOFTWARE AND RELATED DOCUMENTATION. USER ACKNOWLEDGES ITS RESPONSIBILITY TO REGULARLY BACK UP DATA
AND ADEQUATELY TEST THE SITE PRIOR TO DEPLOYMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALLIANT DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO PROPERTY
WHICH, IN VIEW OF ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE.
IN ALL AND ANY EVENT, NO MATTER THE CIRCUMSTANCES, ALLIANT’S TOTAL AGGREGATE LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SITE, RELATED DOCUMENTATION OR SERVICES CONNECTED THERETO SHALL NOT EXCEED THE
AMOUNT OF THE LICENSE FEE ACTALLY PAID BY THE USER HEREUNDER FOR THE LICENSE TO THE SITE LICENSED BY THIS AGREEMENT.
ALLIANT SHALL HAVE NO REPONSIBILITY OR LIABILITY FOR ANY ADJUSTMENTS OR OTHER MODIFICATIONS IN THE SITE OR ANY SERVICE AND SUPPORT OF THE
SITE PERFORMED BY THE USER ITSELF OR PROVIDED BY THIRD PARTIES OR PARTNERS OR RESELLERS OF ALLIANT. FURTHER, ALLIANT SHALL HAVE NO
REPONSIBILITY OR LIABILITY FOR ANY DEFECTS WHICH ARE A CONSEQUENCE OF EXTERNAL FACTORS, INCLUDING WITHOUT LIMITATION, OTHER SOFTWARE OR
A CONSEQUENCE OF THE INTEGRATION OF OR INTERACTION BETWEEN THE SITE AND THE USER’S OWN HARDWARE AND SITE ENVIRONMENTS. ALLIANT DOES
NOT AUTHORIZE MODIFICATION WHICH INFRINGES THE RIGHTS OF A THIRD PARTY. FURTHERMORE, ALLIANT SHALL NOT BE RESPONSIBLE FOR ANY FAILURES
OF THE SITE CAUSED BY FAILURE OF THE USER TO MAINTAIN ALLAINT’S MAINTENANCE AND UPGRADES, MICROSOFT MAINTENANCE OR THE THEN CURRENT OR
RECOMMENDED VERSION OF OPERATING SYSTEM OR DATABASE SOFTWARE PER APPLICABLE ALLIANT SPECIFICATIONS.
Exclustion of Liability
WHERE ANY LIABILITY HAS BEEN LIMITED IN THIS LICENSE AGREEMENT, SUCH LIMITATION SHALL HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. IN SOME JURISDICTIONS, MANDATORY, STATUTORY LEGISLATION DOES NOT ALLOW SUCH EXCLUSION OR LIMITATION OF LIABILITY WHICH
MAY ENTAIL THAT THE LIMITATIONS STATED HEREIN DO NOT APPLY TO THE USER, EITHER IN WHOLE OR IN PART. IN NO EVENT SHALL USER ASSERT A CLAIM
FOR THE SAME OR RELATED ITEM UNDER BOTH THIS AGREEMENT AND ANY APPLICABLE MAINTENANCE AGREEMENT OR SUPPORT AGREEMENT.
EXCEPT AS PROVIDED IN SECTION 4, ALLIANT MAKES NO WARRANTIES WITH RESPECT TO THE SITE, ANY COMPONENTS THEREOF, RELATED DOCUMENTATION,
OR OTHER GOODS OR SERVICES PROVIDED BY ALLIANT, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, AGAINST INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, OR FITNESS FOR A
If third party software is supplied by Alliant separately or together with the Site and such third party software is accompanied by a separate
third party license agreement and/or service agreement (which may be provided in writing, on install, or other reasonable means)
(“Separately Licensed Third Party Software”) they are provided subject to such other license/service agreement and the terms of this Agreement
shall not provide User any right to such third party products, except that as between User and Alliant, the provisions of this Section and
Section 5 shall apply. If Alliant provides such Separately Licensed Third Party Products, as between Alliant and User they are provided
by Alliant “AS IS” without any indemnities or warranties of any kind, whether express, implied or statutory, including, without limitation,
any warranties of merchantability, non-infringement or fitness for a particular purpose and User hereby releases and holds harmless
Alliant from any and all claims, actions, proceedings or liabilities related thereto, including, without limitation, claims of User and its
Internal Users, External Users and Subsidiaries. Alliant shall not be obligated to provide any support or error correction services for
such Separately Licensed Third Party Software, but such support or error correction services may be available from the third party supplier.
Third party software provided by Alliant for use in connection with the Site and which are not Separately Licensed Third Party Software
and are not accompanied by a license or service agreement from a third party supplier (such third party products herein referred to as
“Included Third Party Software”), shall be subject to the terms of Sections 3-7, 11-13 and 16, and Section 15.6 of this Agreement as if
it were included in the term “Software” for purposes thereof provided that only up to a maximum of 5% of the License Fee may be allocated
thereto in the aggregate for purposes of this Agreement which amount shall be the aggregate of any Alliant liability with respect thereto.
INDEMNIFICATION BY USER. User agrees to indemnify, hold harmless, release and defend Alliant, its parents, subsidiaries, directors, officers,
members, managers, agents, shareholders and employees from and against any and all now existing or hereafter incurred claims, expenses, demands,
liabilities, suits, damages or costs including without limitation reasonable attorneys' fees and expenses which arise as a result of (i) a breach
by User of Section 6; (ii) User’s input of information in the site for the preparation of a JHA that is in violation of any applicable federal or
state law, rule or regulation regarding the dissemination or publication of confidential or protected information, including but not limited to
confidential medical information protected by the health insurance portability and accountability act, or any confidential government information;
or (iii) any other act by the User that results in the Site being disabled, taken-off line, seized, or closed temporarily or permanently by any
federal, state or local agency, department or law enforcement. The obligations to indemnify and hold harmless will survive the termination of the
Agreement. This agreement to indemnify, hold harmless, release and defend Alliant shall include, but is not limited to any and all actions,
claims, liabilities, suits, loss, cost, expense and damages (and all actions in respect thereof and any legal or other expenses in giving testimony
or furnishing documents in response to a subpoena or otherwise) for or against Alliant, including the costs of investigating, preparing or defending
any such action or claim, whether or not in connection with litigation in which Alliant is a party, or based upon or arising out of (directly or
indirectly) (i) a breach by User of Section 6; (ii) User’s input of information in the site for the preparation of a JHA that is in violation of any
applicable federal or state law, rule or regulation regarding the dissemination or publication of confidential or protected information, including
but not limited to confidential medical information protected by the health insurance portability and accountability act, or any confidential
government information; or (iii) any other act by the User that results in the Site being disabled, taken-off line, seized, or closed temporarily or
permanently by any federal, state or local agency, department or law enforcement. These damages to be indemnified by User include, but are not
limited to any claims, demands or judgments against Alliant due to the Site not accessible for any third party.
Independent Contractor. In connection with this Agreement each party is an independent contractor and as such will not have any authority
to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership, or agency relationship
between the parties for any purpose.
Site use by Others. User understands that Alliant has and will grant other non-exclusive, non-transferable licenses to other users for the Site.
Force Majeure. Neither party shall be held liable for any damage sustained by the other party as a direct or indirect consequence of the
non-performing party being delayed, prevented or hindered in the performance of its obligations under this Agreement as a result of a force majeure
situation. Force majeure situations include war and mobilization, catastrophes of nature, strikes, lock-out, fire, damage to production plant,
import and export regulations, unavailability of communications facilities or energy sources, and other unforeseeable circumstances beyond the
control of the party concerned.
Notices. All notices, requests or other communications required or permitted to be given hereunder shall be sent by registered mail or
nationally or internationally recognized overnight courier, postage prepaid, facsimile, or electronic mail to the other party at its address
set forth below the signatory line. Notices shall be deemed received upon actual receipt.
Severability; Survival. If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid,
illegal, or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or
provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and
obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of
the parties herein set forth. The provisions of Articles 5-13 shall survive any termination or expiration of this Agreement.
Complete Agreement; Binding Effect. This Agreement constitutes the entire agreement between User and Alliant with respect to Alliant’s
non-exclusive, non-transferable license to use the Site. No previous agreements, proposals, negotiations, representations, warranties, or
other matters, oral or written, purportedly agreed to or represented by or on behalf of Alliant by any of its employees or agents, or contained
in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. User acknowledges
that it is entering into this Agreement solely on the basis of the representations contained herein. This Agreement hereto shall be binding upon
the successors and permitted assigns of each party hereto.
Applicable Law and Jurisdiction. The validity, construction, and the enforceability of this Agreement shall be governed in all respects
by the internal laws of the State of Tennessee of the United States of America, without giving effect to principles of conflicts of laws.
Any judgment of such courts may be entered in the courts, tribunals and with governmental bodies of any foreign jurisdiction necessary for
enforcement thereof. Process may be served on either party in the manner authorized by applicable law or court rule. In any action to enforce
any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys’ fees, cost or other expenses. In any action by Alliant to enforce its right to payment, Alliant shall be entitled to recover
its reasonable attorneys’ fees, costs or other expenses to the extent it is the prevailing party. This clause does not prevent either party from
seeking or obtaining injunctive relief or other extraordinary relief in any court with jurisdiction. To the extent permitted by applicable law,
Alliant may take concurrent proceedings for injunctive relief in any number of jurisdictions.
Authority of Signatory. User covenants and warrants that the person executing this Agreement on its behalf has been duly authorized to so
execute this Agreement, and this Agreement constitutes a valid and binding obligation of User.
Waiver. No provision of this Agreement shall be deemed waived, amended, or modified by either party unless such waiver, amendment, or
modification is in writing and signed by the party against whom enforcement of the waiver, amendment or modification is sought to be enforced.
By its execution hereof, the User acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and conditions.
This Agreement shall become effective on the date it is executed by both parties.
Execution in Counterparts. This Agreement may be executed in one or more counterparts and by transmission of a facsimile or digital image
of the signature page hereto containing the signature of a party to this Agreement, each of which counterparts will be deemed and accepted as
an original, but all of which taken together will constitute but one and the same instrument. Further, the User’s log-in to the Site and
electronic acceptance of the terms and conditions contained herein as a condition for the use of the Site shall be accepted as full acceptance
of this Agreement as if executed below.