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R&D Co-Op, Inc.

Platform Membership Agreement

This Platform Membership Agreement (this “Agreement”) is a legally binding agreement between R&D Co-Op, Inc., a Delaware corporation with its principal place of business at 8023 Beverly Boulevard, Suite 1, Box 588 Los Angeles, CA 90048 (“R&D”) and you, on behalf of yourself (including any legal entity you represent) and your Affiliates (defined in Section 1 below) (“Company”) governing your use and access to the R&D Services (defined below). R&D and Company may be referred to individually as a “Party” and collectively as the “Parties”. BY CLICKING A BUTTON OR CHECKING A BOX MARKED “I AGREE” (OR A SIMILAR PHRASE) OR BY ENTERING INTO AN ORDER FORM (DEFINED IN SECTION 1 BELOW) WITH R&D, YOU AGREE TO AND ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. By accepting this Agreement on behalf of a legal entity, you represent and warrant that you have full authority to bind that legal entity to these terms and conditions. This Agreement is effective as of the date you accept the terms of this Agreement or as of the date of last signature on an applicable R&D Order Form between you and R&D, whichever is earlier (“Effective Date”).

TERMS AND CONDITIONS

  • 1. SERVICES
  • Member. For purposes of this Agreement, Company is a member of the R&D Co-Op (“Member”) located at www.rad.inc, which is a marketplace where musical artists, athletes, actors, performers, influencers, comedians, and other talent and/or entertainers (“Talent”) and networks, studios, publishers, brands, media companies, marketing/advertising agencies, and similar entities and their authorized representatives (“Organizations”) can interact. The R&D Services (defined in this paragraph below) may also be used by related persons working with and on behalf of Talent (e.g., managers, social media managers, publicists, agents, and brand managers) or an Organization (e.g., representatives from marketing/advertising agencies, public relations agencies, and social media agencies). Collectively, we refer to these individuals as“Related Persons.” This Agreement governs Company’s access to and use of the R&D services (the “Services”). “Affiliate” means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including with correlative meanings, the terms “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise.

    • 1.2 Users A “User” is an individual for whom a membership to the Services has been purchased by Customer and whom Customer has authorized to use the Services by providing login credentials. Users may include, but are not limited to, employees, consultants, contractors, and agents of Customer, or third parties with whom Customer transacts business including any Related Person authorized to enter into binding agreements on behalf of the Talent or Organization whom they represent. Services are licensed as User memberships and may not be accessed by more than the number of Users specified on the Order Form (defined immediately below).

    1.3 Order Form Customer may order Services at any time with the execution of an Order Form (“Order Form”).

    2. LICENSE GRANT

    Subject to the terms and conditions of this Agreement, R&D grants to Customer and its Affiliates a non-exclusive, non-transferable (except in connection with an assignment pursuant to Section 15) license (without the right to sub-license) (the “License”) to access and use the Services in accordance with any related documentation during the term of this Agreement and any Termination Assistance Period. There shall be no implied rights or license to the Services.

    2.1 Restrictions Customer shall not (i) sell, lease, sublicense, transfer, or distribute the Services; (ii) modify, decompile or disassemble, reverse engineer, copy, mirror, or attempt to translate the Service; (iii) create or prepare derivative works based on the Services; remove, alter, or destroy any proprietary notices on or embedded within the Services.

    3. PROJECTS

    Subject to these Terms and applicable law, Talent and Organizations may use the Services to explore business opportunities of mutual interest including partnerships, product placement opportunities, and other creative endeavors (“Projects”).

    3.1 Risks Customer understands and agrees that Projects may carry substantial risks, including the following:

    3.1.1 Project descriptions may be inaccurate or incomplete, including descriptions of a Project’s key terms, viability, and present or future marketability.

    3.1.2 Eligibility criteria and selection decisions are set and made at the sole and absolute discretion of the Member soliciting or proposing the Project.

    3.1.3 Projects offered via the Services may be canceled, suspended, or modified by the Member soliciting or proposing the Project prior to consummation of a definitive agreement.

    3.1.4 Although R&D provides online tools and materials to assist in the preparation, execution, and management of legal documents to govern Projects, the document templates and other materials available through the Services are not legal advice and are not guaranteed to be correct, complete, up-to-date, or appropriate for Customer’s intended purpose or needs. R&D is under no obligation to review any definitive agreement entered into via the Services or any information provided by Customer for accuracy or legal sufficiency. CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR THE CONTENT, TERMS, PAYMENT OBLIGATIONS, TIMING, SCHEDULE, ALLOCATION OF RISK, AND ALL OTHER ASPECTS OF ANY PROJECT INITIATED, NEGOTIATED, IMPLEMENTED, OR OTHERWISE CONTEMPLATED BY CUSTOMER ON OR OFF THE SERVICES. INSOFAR AS CUSTOMER CHOOSES TO USE ANY DOCUMENT TEMPLATES OR OTHER MATERIALS R&D MAKES AVAILABLE VIA THE SERVICES, CUSTOMER IS RESPONSIBLE FOR TAKING THE TIME AND ASSISTANCE NEEDED TO UNDERSTAND THE CONSEQUENCES OF USING SUCH TEMPLATES OR MATERIALS, INCLUDING, IF NECESSARY, CONSULTING WITH AN ATTORNEY. R&D shall not be liable for any damages that Customer or any third party suffers as a result of any transactions or other interactions with other Members in connection with a Project.

    3.1.5 R&D does not guarantee the ability to reverse any payments or transactions associated with Projects, including accidental or fraudulent transactions.

    3.1.5 R&D does not guarantee the ability to reverse any payments or transactions associated with Projects, including accidental or fraudulent transactions.

    3.1.6 R&D does not guarantee that any individual Member, and in particular any Related Person, has the authority to transact with regard to any individual Project.

    3.1.7 Although R&D may present Customer with notifications, emails, text messages, or other suggested actions to facilitate communications about Projects, those notifications or suggested actions, or lack thereof, are not intended to replace the communications that Talent and Organizations would ordinarily have in the course of negotiating a business opportunity, and Customer accepts that any reliance on these communications or notifications will be at Customer’s own risk.

    3.1.8 NOTHING ON THE R&D SITE OR THE SERVICES CONSTITUTES OR IS MEANT TO CONSTITUTE LEGAL, FINANCIAL, BUSINESS, OR OTHER PROFESSIONAL ADVICE OF ANY KIND. R&D makes no representations about the accuracy, completeness, legality, viability, or success of any actual or proposed Project. At no time is an attorney-client relationship or any other special relationship created between Customer and R&D or any Related Person or otherwise, and any information provided to R&D by Customer or any third party is not protected by attorney-client privilege or as work product.

    4. OWNERSHIP

    4.1 Customer Content Customer owns all intellectual property right, title and interest in all content, and other materials including but not limited to all audio, videos, photographs, music, text, graphics, illustrations, logos, trademarks, service marks, and other content created by Customer or its Affiliates or otherwise made available to R&D by or on behalf of Customer or its Affiliates in connection with their use of the Services (“Customer Content”). Nothing in this Agreement shall be construed to grant R&D any rights in Customer Content beyond those expressly provided herein. Customer is solely responsible for Customer Content and agrees that, to the extent within its control, Customer will ensure that Customer Content complies with applicable laws and regulations.

    4.2 License to Customer Content Customer grants to R&D a limited, non-exclusive, transferable, fully paid, royalty-free, worldwide license to use, copy, reproduce, republish, post, transmit, display, publish, publicly perform, translate, distribute, modify, remove, and create derivative works from and otherwise use Customer Content solely in connection with the operation of the Services and related offerings. Customer further grants R&D the same license to use Customer’s display name, any photographs submitted, and any other account profile information to attribute Customer Content to Customer (or the appropriate party) in connection with such uses, without further notification or approval. Customer agrees that this license includes the right for other Members of R&D’s Services to access Customer Content as permitted through the functionality of the Services. Customer waives in favor of R&D and its successors and assigns all moral rights it may have in Customer Content. The licenses granted herein are granted separately with respect to each item of Customer Content uploaded or otherwise shared via the Services. Licenses to audio, videos, photographs, music, text, graphics, illustrations, logos, trademarks, service marks within Customer’s account terminate automatically upon removal of such items from the Services.

    4.3 Representations and Warranties Customer represents and warrants that it is the owner of, or otherwise has all necessary rights in and to Customer Content submitted via the Services and that such content when displayed or otherwise used by R&D (i) will not infringe any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information; (ii) does not contain any material that is false, intentionally misleading or defamatory, (iii) does not contain any material that is unlawful or otherwise violates any law or regulation; and (iv) does not violate these Terms or any Company Policies.

    4.4 Content Removal Customer agrees not to upload, distribute, send, transmit, display, perform, make available, or otherwise communicate to the public any content to which Customer does not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Customer Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Services) may constitute an infringement of third-party rights and is strictly prohibited. Any such infringements may result in termination of Customer’s access to the Services and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

    4.5 Responsibility for Customer ContentCustomer acknowledges and agrees that (a) R&D does not regularly, and does not undertake or assume any duty to, monitor the content submitted by its Members. However, if Customer Content violates these Terms or any Company Policies, or R&D considers Customer Content to be objectionable for any reason, R&D reserves the right, in its sole discretion, to (i) remove or disable access to any portion of the Customer Content; (ii) suspend or terminate Customer’s account, Customer’s (or User’s) access to any interactive features of the Services, or access to all or part of the Services at any time; and (ii) pursue any remedy or relief available under equity or law; in each case, with or without notice. R&D will cooperate with local, state, and federal authorities to the extent required by applicable law in connection with Customer Content; and (b) R&D stores Customer Content and other information at the direction, request, and with the authorization of its Members, (ii) acts merely as a passive conduit and/or host for the uploading, storage, and distribution of such content, and (iii) plays no active role and gives no assistance in the presentation or use of the content. Customer is solely responsible for all of Customer Content that Customer or any of its Users upload, post, or distribute to, on or through the Services, and to the extent permitted by law, R&D excludes all liability with respect to all content (including Customer Content) and the activities of its Members with respect thereto.

    4.6 Other Members’ IPAny content other than the Services IP and Customer Content, is the property of the relevant Member who shares that content, and is or may be subject to copyright, trademark rights, or other intellectual property or proprietary rights. Such content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, re-published, displayed, sold, licensed, or made available, or otherwise communicated to the public or exploited for any purposes except via the features of the Services and within the parameters set by the Member on the Services or with the express written consent of the Member.

    4.6 MarksAll names, logos, taglines, product and service names, designs, and slogans that appear on or in association with the Services (the “Marks”) are trademarks of R&D or its affiliates or licensors. Customer may not use the Marks without R&D’s prior written consent. All other names, brands, and marks that may appear in association with the Services remain the property of their respective owners and appear for identification purposes only.

    5. PAYMENT

    Customer shall pay R&D the Membership Fees and any additional fees set forth in the applicable Order Form (“Fees”). R&D shall invoice the Fees, and Customer shall pay any undisputed invoice within thirty (30) days of receipt of such invoice. Unless otherwise stated, R&D’s invoices do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, or use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If R&D has a legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount will be invoiced by R&D and paid by Customer, unless Customer provides R&D with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, R&D is solely responsible for taxes assessable against it based on its income, property, and employees.

    6. CUSTOMER RESPONSIBILITIES.

    Customer shall (i) be responsible for its Users’ compliance with this Agreement and the Acceptable Use terms set forth in Exhibit A attached, (ii) be solely responsible for the accuracy, quality, integrity, and legality of all data provided in connection with use of the Services by Customer or its Users (“Customer Data”) and the means by which it acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify R&D promptly of any such unauthorized use, and (iv) use the Services only in accordance with applicable laws and regulations.

    7. TERM AND TERMINATION

    7.1 Term.This Agreement is effective as of the Effective Date and shall continue until the Expiration Date of the Membership Term set forth in the Order Form, or (the “Initial Term”), unless sooner terminated in accordance with this Agreement. R&D will provide a written renewal notice to Customer at least sixty (60) days prior to the end of the Initial Term and each Renewal Term. The Agreement will auto-renew for additional one-year periods (each, a “Renewal Term”) unless canceled by Customer at least sixty (60) days prior to end of the then-current term (either the Initial Term or any Renewal Term). For purposes hereof, “Expiration Date” means, in the Initial Term, the end date as specified in the Order Form, and, in subsequent Renewal Terms, the anniversary of the most recent Expiration Date.

    7.2 Termination.Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach. Upon the termination of this Agreement, (i) the License is revoked and Customer has no further right to access or use the Services or Documentation; (ii) upon Customer request, R&D will delete any Customer Content and any Customer Data within R&D’s control; (iii) each party will shall either return or destroy any Confidential Information of the other party within its possession; and (iv) in the event that Customer terminates due to R&D’s material breach, R&D will refund any prepaid fees for the period following termination. Notwithstanding the foregoing, either party may retain archival copies of the disclosing party’s Confidential Information to the extent necessary to comply with applicable laws and regulations and the receiving party’s internal record-keeping and computer back-up procedures.

    7.2 Effect of Termination.Upon termination of this Agreement, all outstanding amounts due by Customer shall become immediately due and payable. R&D shall return any unused portion of the Project Fees (subject to the terms of the Order Form including additional Shortfall Fees as set forth therein) to Customer within thirty (30) days from the date of termination. All Sections herein relating to license and ownership of property or intellectual property rights, confidentiality, warranties, limitations of warranties, limitations on damages and actions, indemnity, waiver, and waiver of jury trial shall survive the termination or expiration of this Agreement.

    8. CONFIDENTIALITY

    Each party may have access to information that is confidential to the other party (“Confidential Information”). For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential and any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Customer Data is Confidential Information of Customer. Each party shall maintain the confidentiality of the other party’s Confidential Information using at least the same degree of care that such party employs to protect its own Confidential Information (but in no event using less than a commercially reasonable standard of care), and shall restrict disclosure of the other party’s Confidential Information to its employees, consultants, agents and representatives who have a need to know such information and are bound by obligations of confidentiality and non-use no less strict than those set forth herein; provided, that a party may disclose the other party’s Confidential Information if required by law and must give prompt notice of such requirement and disclosure to the other party to the extent allowed by law. A party’s Confidential Information excludes information that (i) is or becomes part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and was not obtained by the other party directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information.

    9. INTELLECTUAL PROPERTY RIGHTS

    9.1 Reservation of Rights.Subject to the limited rights expressly granted hereunder, R&D reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. Nothing in this Agreement shall be construed to grant Customer any rights in R&D’s Services beyond those expressly provided herein.

    9.2 Suggestions.R&D may, but will have no obligation to, consider Customer’s suggestions or requests regarding new functionality or features of the Services (each, a “Suggestion”). All modifications proposed or requested in a Suggestion will be the sole and exclusive property of R&D. R&D may, in its sole discretion, include such modifications in a future version of the Services but R&D’s acceptance and consideration of a Suggestion shall not obligate it to include the Suggestion in any version of the Services. Furthermore, Customer will have no ownership rights in any Suggestion regardless of whether R&D includes such Suggestion in any future version of the Services.

    9.3 Restrictions.Customer may not (i) remove any notice of proprietary rights from the Services, (ii) reverse engineer the Services, or (iii) use or provide access to the Services for the benefit of third parties (other than its Affiliates).

    10. LIMITED WARRANTY; LIMITATION OF LIABILITY.

    10.1 Warranties.R&D represents and warrants that: (i) the Services will perform materially in accordance with the Documentation, and (ii) R&D shall perform the Services in compliance with all rules, regulations, ordinances and laws applicable to R&D’s performance thereof (including applicable security breach notification laws), and (iii) in connection with the Services, R&D shall maintain commercially reasonable administrative, technical and physical safeguards to protect the security, confidentiality and integrity of all Customer Data. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GIVEN BY R&D WITH RESPECT TO THE SERVICES FURNISHED HEREUNDER. R&D MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

    10.2 Limitation of Liability.EXCEPT WITH REGARD TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 BELOW, OR A BREACH BY A PARTY OF ITS OBLIGATION OF CONFIDENTIALITY HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FURNISHED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH REGARD TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 BELOW, OR A BREACH BY A PARTY OF ITS OBLIGATION OF CONFIDENTIALITY HEREUNDER, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY HEREUNDER EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO R&D WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

    11. INDEMNIFICATION

    11.1 General Indemnification.R&D agrees to indemnify, defend and hold harmless Customer and its Affiliates from and against all claims, demands, losses, costs, damages, and actions brought by third parties relating to (a) R&D’s breach of this Agreement, including, without limitation, breach of any security standards set forth in this Agreement, and (b) R&D’s negligence, gross negligence, or intentional misconduct in its provision of Services to Customer and/or Customer’s Affiliates, This obligation extends to payment of settlements, judgments, and reasonable attorneys’ fees. “Losses” means losses, liabilities, damages, fines, penalties, settlements, judgments, and interest (including taxes) arising out of a third party claim against an indemnitee, in each case that a court finally awards or which are included in the amount of any settlement paid and agreed to by the party financially responsible for such settlement, and all reasonable and related costs and expenses, as described above, paid by the indemnifying party as incurred.

    11.2 Non-Infringement Indemnity.R&D shall defend any claim, action or proceeding (“Claim”) brought by a third party against Customer or any of its Affiliates on grounds that the Services or Documentation infringes or misappropriates a third party’s patent, copyright, trademark, trade secret, or other intellectual property or proprietary right, and shall indemnify Customer and its Affiliates against all damages and costs awarded against Customer in any such action or proceeding. If the Services or any portion thereof become, or in R&D’s opinion are likely to become, the subject of a valid claim of infringement or the like, R&D shall have the right, at its option and expense, either to obtain for Customer a license permitting the continued use of the Services, to replace or modify the Services so that they become non-infringing, or to terminate this Agreement and refund to Customer any amounts prepaid for the post-termination period.

    11.3 Data Security Indemnity.In addition to any other remedial action and remedies which Customer and Customer’s Affiliates have as a result of an actual or suspected breach by R&D (or its subcontractors) of Customer Data, R&D will indemnify and hold harmless Customer and its Affiliates from and against any Losses suffered, incurred or sustained by the Customer or its Affiliates as a result of a Security Breach.

    11.4 Customer Data and Use Indemnity.Customer shall defend, indemnify, and hold harmless R&D, its officers, directors, employees, and agents from and against all claims, demands, Losses, costs, damages, and actions brought by a third party against R&D arising from Customer’s negligence, gross negligence, or intentional misconduct with regard to Customer Content, Customer Data or from Customer’s negligence, gross negligence, or intentional misconduct or Customer’s use of the Services in violation of this Agreement. This obligation extends to payment of settlements, judgments, and reasonable attorneys’ fees.

    11.5 Conditions.The indemnification obligations in this Section 13 are conditioned upon the indemnified party (i) promptly notifying the indemnifying party of the Claim; (ii) giving the indemnifying party full authority, information and assistance to defend such Claim; and (iii) giving the indemnifying party control of the defense and compromise or settlement thereof, provided that the indemnifying party must obtain the indemnified party’s written consent, not to be unreasonably withheld, prior to entering into a settlement affecting the indemnified party’s rights.

    12. PUBLICITY

    Customer agrees that R&D may disclose Customer’s name and Customer’s participation in the Services in non-public-facing investment and membership discussions.

    13. DISPUTE RESOLUTION.

    The Parties agree to resolve any claims in arbitration rather than in court. In the event of any material conflict under these Terms, the Parties agree that, as a first step, within thirty (30) days of the dispute, authorized representatives from each Party shall try to resolve the issue in good faith via one or several phone calls or another mutually agreed upon manner. In the event such efforts are unsuccessful, the Parties agree to arbitrate any such dispute, claim, or demand, including all claims regarding arbitrability, in accordance with the Commercial Arbitration Rules and Expedited Procedures of the American Arbitration Association (“AAA”) (Rules E-1–E-10), regardless of the amount in controversy. Such arbitration will take place in Los Angeles, California, although either party may elect to participate telephonically or entirely upon submissions. Nothing in these Terms shall be deemed as preventing R&D from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of R&D’s data security, intellectual property, or other proprietary rights.

    14. GOVERNING LAW.

    The terms of this Agreement shall be construed in accordance with the substantive laws of California without regard to conflict of law or the U.N. Convention on Contracts for the International Sale of Goods. Both Parties consent to personal jurisdiction and venue in the City and County of Los Angeles.

    15. ASSIGNMENT.

    Customer may not assign this Agreement or any of its licenses, rights or duties under this Agreement, whether by operation of law or otherwise, without Company’s prior written consent; provided however, that Customer may, assign this Agreement in the event of a sale or merger or consolidation, or other change of control, in each case provided that (i) such assignee has agreed who agrees in writing to be bound by the terms herein, (ii) the assignee is not a competitor of Company, (iii) Customer is current in its payments hereunder, and (iv) Customer provides notice of such assignment to Company either prior to or promptly following the effective date of such assignment. Subject to the previous sentence, the rights and liabilities of the parties hereto will bind and insure to the benefit of their respective successors and assignees.

    16. GENERAL PROVISIONS.

    This Agreement represents the entire agreement between Customer and R&D with respect to the subject matter hereof, and supersedes all prior proposals, representations and agreements, whether written or oral, with respect thereto. This Agreement may be amended or modified only by a written agreement executed by Customer and R&D. For the avoidance of doubt, this Agreement shall take precedence over any “click-through” or similarly presented online terms or conditions that conflict with the terms of this Agreement. All notices under this Agreement shall be made in writing and delivered to each party at the address set forth in the first paragraph above. Notices shall be deemed delivered (i) upon personal delivery with signature required, (ii) one business day after they have been sent to the recipient by reputable overnight courier service (charges prepaid and signature required), or (iii) upon written confirmation of receipt. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument; however, this Agreement will be of no force or effect until executed by both Parties. Any electronic signatures will, for all purposes, be deemed originals.

    To evidence the Parties’ agreement to this Agreement, they have executed and delivered this Agreement as of the Effective Date.

    ORGANIZATION
    R&D CO-OP, INC.

    EXHIBIT A – ACCEPTABLE USE TERMS

    Company and User(s) may use the Services only for lawful purposes and in accordance with these Terms. Company agrees that it will not, and will not assist, encourage, or enable others to use the Services as follows:

    • For any commercial purpose, except as expressly permitted under these Terms (including commercializing or otherwise using content uploaded by other users of the Services unless Customer has first entered into a mutually agreed contract with the Member relating to that use).
    • For competitive analysis or to build competitive products.
    • To violate any applicable national, regional, federal, state, local, or international law or regulation.
    • To create, send, knowingly receive, display, transmit, upload, download, use or re-use any material which (i) is or contains any material which is, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) infringes any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person; (iii) violates or assists in the violation of legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations; or (iv) is likely to deceive or confuse any person.
    • In violation of this Agreement, R&D’s Terms of Service, Privacy Policy, or other policies provided by R&D.
    • To reverse engineer any portion of the Services.
    • To modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by R&D.
    • To remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
    • To record, process, harvest, collect, or mine information about other Members.
    • To access, retrieve, or index any portion of the Services for the purposes of constructing or populating a searchable database.
    • To use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
    • To use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature.
    • To use the Services to violate the security of any computer network, crack passwords, or security encryption codes.
    • To remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
    • To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
    • To attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
    • To otherwise attempt to interfere with the proper working of the Services.