THIS MASTER SERVICE AGREEMENT (“AGREEMENT”) BETWEEN THE CRYSTAL PROJECT INC LEGAL ENTITY SIGNING AN ORDER FORM AND ITS AFFILIATES (COLLECTIVELY, “CRYSTAL”, “COMPANY”, “WE” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SERVICES UNDER THIS AGREEMENT AND/OR UNDER AN APPLICABLE ORDER FORM (“CUSTOMER” OR “YOU” AND TOGETHER WITH CRYSTAL, THE “PARTIES”) GOVERNS CUSTOMER’S ACCESS AND USE OF THE SERVICES.

BY ACCEPTING THIS AGREEMENT WHILE EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES.

BY ACCEPTING THIS TERMS OF THIS AGREEMENT YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

This Agreement is effective between Customer and Crystal as of the date of Customer’s accepting this Agreement (the “Effective Date”).

This Service Agreement (the “Agreement”) is entered into as of the Agreement Date by and between Crystal Project Inc, Inc., a Delaware corporation (“Crystal”), and the Customer. Such parties are hereinafter referred to collectively as the “Parties” or individually as a “Party”. Crystal and Customer agree as follows:

1. Definitions

“Agreement” means these Terms of Service and all materials referred or linked to in these Terms of Service.

"Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable Customer to communicate with the public at large or with a group.

“Contact Information” means the name, email address, phone number, online user name(s), telephone number, postal address, and similar information voluntarily submitted by Customer, as well as navigational data relating to each Customer. Contact Information does not include Sensitive Information.

"Customer Data" means all Contact Information and other permitted information submitted by Customer to, or collected by Customer via, the Subscription Service. Customer Data does not include Sensitive Information.

"Customer Materials" means all materials that Customer provides or posts, uploads, inputs or submits for public display through the Subscription Service. Suggestions, feedback and comments relating to the functionality or use of the Subscription Service provided by Customer personnel to Crystal Project Inc. are not Customer Materials. Customer Materials does not include Sensitive Information.

"Customer" means the person or entity using the Subscription Service and identified in the applicable statement or Order Form as the Crystal Project customer.

"Crystal Project" means Crystal Project, Inc. and any entity which directly or indirectly controls, is controlled by, or is under common control with Crystal Project, Inc.

"Crystal Project Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Subscription Service by Crystal Project.

“Order Form” means the Crystal Project approved form by which Customer agrees to subscribe to the Subscription Service.

“Personal Data” means any information relating to an identified or identifiable natural person including name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Data may include Sensitive Information.

“Sensitive Information” means credit or debit card numbers, personal financial account information, Social Security numbers, passport numbers, driver’s license numbers or similar identifiers, racial or ethnic origin, physical or mental health condition or information, other employment, financial or health information, and information specific to an individual’s physical, physiological, genetic, mental, economic, cultural, or social identity.

"Crystal Subscription Service" or “Subscription Service” means the particular edition and elements of Crystal Project's Crystal applications, tools and platform subscribed to by Customer under an Order Form, and developed, operated, and maintained by Crystal Project, accessible via www.crystalknows.com or another designated URL, and any ancillary online or offline products and services provided to Customer by Crystal Project, to which Customer is being granted access pursuant to this Agreement and an Order Form. The Subscription Service includes the Crystal Project Content, and does not include training services, consulting services, and Third-Party Products.

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with or are used in connection with the Subscription Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Subscription Service, including without limitation Communications Services.

"User(s)" means Customer's employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for the benefit of Customer and who have been supplied user identifications and passwords by Customer (or by Crystal Project at Customer’s request).

2. Services

2.1 Services. Crystal operates a cloud-based software platform as well as several subscription plans with additional support and product features (“Crystal” or the “Services”). The Services are purchased as subscriptions, the specifics of which are described in one or more order forms (the “Order Form”) that may be entered into by the Parties from time to time. 

2.2 Order Forms. Each Order Form sets forth the Services and related deliverables Crystal is providing to the Customer as well as the subscription fees (the “Fees”). Each Order Form shall be governed by the terms and conditions of this Agreement. If there are any terms and conditions in any Order Form that conflict with the terms of this Agreement, then the terms of the Order Form shall take precedence over any inconsistent terms in this Agreement. 

3. Fees and Payments.

3.1 Fees. All Fees set forth in the Order Form are payable by Customer in United States Dollars unless otherwise specified in the applicable Order Form. Fees are based on subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) the subscription services purchased cannot be decreased during the relevant subscription term. 

3.2 Invoicing and Payment. 

1. Debit Card, Check or Wire Transfer. All payments due under this Agreement shall be made by check or bank wire transfer. Such charges shall be paid in advance in accordance with the frequency stated in the applicable Order Form. 
2. Invoices. Crystal will invoice Customer in advance in accordance with the relevant Order Form. Payments for invoices are due within 30 days of the date of invoice unless otherwise specified on the Order Form, and are considered delinquent after such date. Notwithstanding the foregoing, in no case shall any Fees be due, or shall Customer be charged, prior to the due date set out in the applicable Order Form. 
3. Billing Information. Customer has provided on the Order Form complete and accurate billing and contact information (including all actions necessary to obtain payment from Customer, such as purchase order requirements if applicable) to Crystal. 

3.3 Overdue Charges. If any undisputed invoiced amount is not received by Crystal by the applicable due date, then without limiting Crystal’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding undisputed balance per month, or the maximum rate permitted by law, whichever is lower. 

3.4 Suspension of Service and Acceleration. In the event of delinquent payments under this Agreement or any other agreement, without limiting Crystal’s other rights and remedies, Crystal may accelerate Customer’s unpaid Fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend or terminate the Services to Customer until such amounts are paid in full. 

3.5 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (“Taxes”). Customer is responsible for any Taxes, and Customer will pay Crystal for the Services without any reduction for Taxes. If Crystal is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer. 

4. Subscription Term and Renewal.

4.1 Term of Agreement. This Agreement commences on the Agreement Date and continues until all subscriptions under all Order Forms have been terminated, including by expiry.

4.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. If no term is specified in the Order Form, the subscription term shall be a period of 12 months beginning on the date immediately following the termination of the evaluation period, if any. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to one year unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. 

4.3 Termination. Either Party may terminate this Agreement if: (i) the other Party is in material breach of the Agreement and fails to cure that breach before thirty (30) days after receipt of written notice; (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed before thirty (30) days; or (iii) the other Party is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches. In the event of any termination, Customer will remain liable for any undisputed amounts due under this Agreement.

4.4 Survival. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

5. Crystal Project’s Proprietary Rights.

This is an Agreement for access to and use of the Subscription Service, and Customer is not granted a license to any software by this Agreement. The Subscription Service, including all intellectual property rights therein and derivatives and modifications thereto, belong to and is the property of Crystal Project or its licensors (if any). The Crystal Project Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Customer agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Crystal Project Content, or the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by Crystal Project. Crystal, the Crystal logo, Crystal Project, and other marks used by Crystal Project from time to time are trademarks and the property of Crystal Project. The appearance, layout, color scheme, and design of the Crystal site are protected trade dress. Customer does not receive any right or license to use the foregoing.

6. Customer’s Proprietary Rights.

As between the parties, Customer shall own and retain all rights to the Customer Materials, Customer Data and any works specifically created by Crystal Project for transfer to Customer where a separate written agreement grants ownership of the work to Customer. All Personal Data collected by or supplied to Crystal Project will at all times be owned by the individual identified by such Personal Data. This Agreement does not grant Crystal Project any ownership rights to Customer Materials, Customer Data, Personal Data, or Sensitive information. Customer grants permission to Crystal Project and its licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service to Customer, and not for any other purpose.

7. Publicity.

Customer grants Crystal Project the right to add Customer’s name and company logo to its customer list and website. Except for the foregoing, neither party may use the other party’s name or logo without the other party's prior written consent.

8. Customer, User, and Personal Data.

Crystal Project may monitor use of the Subscription Service by all of its customers and use data related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Subscription Service. Customer agrees that Crystal Project may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify Customer.

CUSTOMER AGREES NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Crystal Project DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM CUSTOMER’S USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION. CUSTOMER AGREES THAT ALL USERS WILL BE AT LEAST TWENTY-ONE (21) YEARS OF AGE AND THAT ALL CUSTOMER DATA AND PERSONAL DATA SUBMITTED BY CUSTOMER IN CONNECTION WITH THE SUBSCRIPTION SERVICES WILL RELATE TO USERS AND/OR INDIVIDUALS WHO ARE AT LEAST TWENTY-ONE (21) YEARS OF AGE.

Crystal may collect, use, process, store, and share certain Customer Data, Sensitive Information, and Personal Data in connection with providing the Subscription Services. Any such collection, use, processing, storing, or sharing is subject to the terms and conditions of Crystal Project’s Privacy Policy (www.crystalknows.com/privacy) which is hereby incorporated into this Agreement by reference. Customer agrees that Customer Data, Sensitive Information, and Personal Data may be collected and used by Crystal Project in connection with the Subscription Services and Customer hereby consents to such use and collection.

9. Acceptable Use of Communications Services.

Customer agrees to use third-party Communication Services only in compliance with any terms of use specified by each Communication Service. Crystal Project does not control or endorse the content, messages or information found in the Communication Services and, therefore, Crystal Project specifically disclaims any and all liability with regards to the Communication Services and any actions resulting from Customer’s use of the Communication Services.

10. Third-Party Sites and Products.

Third-Party Sites and Products are not under Crystal Project’s control, and Crystal Project is not responsible for the contents of any Third-Party Site or Product, including without limitation any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Crystal Project is not responsible for any other form of transmission received from any Third-Party Site. The Third-Party Sites and Products are provided to Customer only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Crystal Project of the Third-Party Site or Product or any association of Crystal Project with it.

11. Indemnification.

Customer will indemnify, defend and hold Crystal Project harmless, at its expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Crystal Project (and its officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Crystal Project to the extent that such Action is based upon or arises out of (a) Customer’s use of the Subscription Service; (b) Customer’s noncompliance with or breach of this Agreement, (c) Customer’s use of Third-Party Products, (d) the unauthorized use of the Subscription Service by any other person using Customer’s User information, or (e) Customer’s unauthorized use, collection, storage, processing, or disclosure of Personal Data. Crystal Project shall use commercially reasonable efforts to: notify Customer in writing within thirty (30) days of Crystal Project’s becoming aware of any such claim; give Customer sole control of the defense or settlement of such a claim (provided that Customer may not settle any such claim unless the settlement unconditionally releases Crystal Project of all liability); and provide Customer (at Customer’s expense) with any and all information and assistance reasonably requested by Customer to handle the defense or settlement of the claim. Customer shall not accept any settlement that (i) imposes an obligation on Crystal Project; (ii) requires Crystal Project to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Crystal Project without Crystal Project’s prior written consent.

12. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIPTION SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CRYSTAL PROJECT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CRYSTAL PROJECT CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Crystal Project IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

b. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, EVEN IF SUCH PARTY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

c. Limitation of Liability. EXCEPT FOR CUSTOMER'S LIABILITY FOR PAYMENT OF FEES AND CUSTOMER'S LIABILITY ARISING FROM ITS INDEMNITY OBLIGATIONS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO THE LESSER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

d. Third Party Products. Crystal Project DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY CUSTOMER. Crystal Project’s LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT AND CRYSTAL PROJECT'S LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SUBSCRIPTION SERVICE SHALL BE SUBJECT TO THIS SECTION.

CUSTOMER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT CUSTOMER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CRYSTAL PROJECT WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO CUSTOMER.

13. General

a. Amendment; No Waiver. Crystal Project may update and change any part or all of this Agreement, including fees. If Crystal Project updates or changes this Agreement, the updated Agreement will be posted at http://www.crystalknows.com/tos. The updated Agreement will become effective and binding on the next business day after it is posted. Crystal Project encourages Customer to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion. Notwithstanding the foregoing, Crystal Project will comply with all applicable laws and regulations to the extent that any change or update to this Agreement changes or updates the manner in which Crystal Project will collect, use, process, share, or store Personal Data.

b. Applicable Law. To the maximum extent permitted by law, this Agreement and all Order Form(s) shall be governed by the laws of the State of Tennessee, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in Nashville, Tennessee, U.S.A. in all disputes arising out of or relating to the use of the Subscription Service. Use of the Subscription Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.

c. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable pursuant to applicable law including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

d. Notices. Notice shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Crystal Project: Crystal Project, Inc., 90 Oceanside Drive, Nashville, TN 37024. To Customer: Customer’s address as provided in Crystal Project’s account information for Customer. Crystal Project may give electronic notices specific to Customer by email to appropriate Customer e-mail addresses on record in Crystal Project’s account information for Customer.

e. Entire Agreement. Unless otherwise expressly stated herein, this Agreement (including each Order Form), along with any Crystal Project exhibit or addendum hereto, including any Order Form, constitutes the entire agreement between Customer and Crystal Project with respect to the Subscription Service and supersedes all prior or contemporaneous communications, proposals and agreements, whether electronic, oral or written, between Customer and Crystal Project with respect to the subject of this Agreement.

f. Assignment. Customer will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Crystal Project’s prior written consent, which will not be unreasonably withheld.

g. Contract for Services. The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Customer is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

h. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Fees and Payments’, ‘Crystal Project’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination and Expiration’, and ‘General’.

i. Force Majeure. Neither party will be liable for inadequate performance or breach to the extent caused by a condition (including, but not limited to, a natural disaster, act of war or terrorism, riot, labor condition, governmental action, epidemic, pandemic and Internet disturbance) (each a “Force Majeure Event”) that was beyond the party’s reasonable control.  The party risking liability will utilize commercially reasonable efforts to remove or abate the effects of a Force Majeure event as soon as practicable, but if not removed or abated within fifteen (15) days, the other party may terminate this Agreement and any related Order Form without penalty by written notice. An event of force majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event. 

j. No Agency. The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture for any purpose.

k. Electronic Transmission.   Delivery of an executed copy of this Agreement or Order Form, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement or Order Form. In any event of a conflict or inconsistency between the terms herein and the terms of the Order Form, the terms of the Order Form shall prevail. Any additional or conflicting terms contained in purchase orders issued by Customer with respect to the subject matter hereof are hereby expressly rejected and shall have no force or effect on the terms of this Agreement or any Order Form.

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the Parties. Except for payment obligations, neither Crystal nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance). Except to the extent required by applicable law, there are no third-party beneficiaries under this Agreement.