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Terms & Conditions
CEDAR ROCK SOFTWARE LLC SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (“Agreement”) by and between Cedar Rock Software LLC, a Wyoming limited liability company, its successors and assigns (“CRS”), and the individual or entity that registered for one or more user accounts on the Site (as defined below) (“Customer”) is made and entered into effective as of the date of Customer’s acceptance of this Agreement by registering for a user account on the Site and checking the “I Agree” to this Agreement box (the “Effective Date”). ACCESS TO AND USE OF THE SITE, THE SITE’S FUNCTIONALITY AND THE INFORMATION PROVIDED ON OR THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON FOR ANY PURPOSE. THE SITE IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, MEASUREMENT, TESTING OR REGULATORY COMPLIANCE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES CUSTOMER IS SOLELY RESPONSIBLE FOR INCLUDING ON ALL FEED MILL TAGS CREATED USING THE SITE ANY AND ALL INFORMATION REQUIRED BY APPLICABLE FEDERAL, STATE OR LOCAL LAW OR OTHER APPLICABLE RULES OR REGULATIONS, IN THE FORM AND/OR MANNER REQUIRED BY SUCH LAWS, RULES AND/OR REGULATIONS. 1. Subscription and Fees. 1.1 Subscription Term and License. This Agreement will commence upon the Effective Date and shall continue for the initial subscription period specified during Customer’s registration process or otherwise specified by CRS in a writing that references this Agreement (email acceptable) (the “Subscription Term”). Provided that Customer is current with its payment obligations, CRS hereby grants Customer a limited, non-transferable (except in accordance with Section 15 below), non-exclusive license for Customer’s employees (each a “User”) to access the subscriber-only restricted access portion of the www.feedmilltag.com website (the “Site”) during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the terms of this Agreement as well as CRS’s Terms of Use and CRS’s Privacy Policy which are incorporated herein by reference and deemed a part hereof. To the extent of any conflicts between the Terms of Use or Privacy Policy and this Agreement, the terms of this Agreement shall prevail. All of Customer’s and Users’ rights to the Site are subject to their compliance with the terms of this Agreement. In addition, CRS hereby grants Customer a limited and non-exclusive license for two (2) authorized users that are employees of Customer to access the subscriber-only restricted access portion of the www.medicatedfeed.com website (the “Additional Site”) during the Subscription Term, subject to the Additional Site’s Subscription Agreement which is incorporated herein by reference and deemed a part hereof. 1.2 Official Capacity. In the event that Customer is an entity (as indicated by designating an entity name during the registration process), the person completing the registration process represents that he or she is registering for such account in his or her employment or similar official capacity with Customer, and represents that he or she has the authority to bind Customer to the terms of this Agreement. 1.3 Fees. 1.3.1 Fees and Expenses. Customer shall pay all fees for accessing the Site described in the registration process or otherwise specified by CRS in a writing that references this Agreement (email acceptable) (“Fees”). All Fees paid are nonrefundable except as expressly set forth in this Agreement. All Fees are exclusive of sales and other taxes and Customer is solely responsible for payment of (or reimbursement for) any applicable federal, state, local and city taxes, except for any taxes based on CRS’s net income. 1.3.2 Disputed and Overdue Fees. Overdue Fees shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, until paid. In the event that any Fees become more than thirty (30) days overdue, CRS may suspend performance of the Site and/or Customer’s or any Users’ access to the Site upon written notice to Customer. CRS shall have no liability due to such suspension. 1.3.3 Overages. If CRS learns that Customer has exceeded any use restrictions or is otherwise not in compliance with this Agreement, then Customer shall promptly pay to CRS the then current list price for any overage, if any, from the first date of such overage, plus a ten percent (10.0%) surcharge, and the reasonable costs of conducting the foregoing determination and any subsequent determinations for the purpose of verifying the resolution of such issues. 1.3.4 Credit Card Payments. If Customer elects to pay any Fees by credit card payment, and such method of payment is approved by CRS, in its sole discretion, Customer is responsible for providing a valid credit card number at the time Customer registers to pay by credit card. Customer represents and warrants that Customer is an authorized user of the credit card number provided, and Customer agrees to pay all charges resulting from Customer’s use of a credit card, including, but not limited to, any unauthorized charges incurred prior to Customer’s notifying CRS of such charges. Customer agrees that CRS may pass Customer’s credit card information and personally identifiable information to its designated service provider(s) for their use in processing credit card payments. 2. Ownership and Restrictions. 2.1 Ownership. Customer acknowledges and agrees that as between Customer and CRS, CRS is and shall remain the exclusive owner of the Site, Confidential Information (as hereinafter defined) and all patent, copyright, trade secret, trademark and other intellectual property rights therein. Except as expressly recited herein, no rights or obligations are to be implied from this Agreement and no license is hereby granted, directly or indirectly, under any patent, trade secret, copyright or other intellectual property right now held by, which may be obtained by or which are or may be licensable by CRS. CRS expressly reserves all rights not expressly set forth in this Agreement. “Confidential Information” means any and all confidential or proprietary information or data which is disclosed or otherwise made available by CRS to Customer in any tangible or oral form, including, but not limited to, development and/or financial plans, ideas, concepts, drawings, designs, discoveries, improvements, specifications, formulas, trade secrets, prototypes, processes, notes, memoranda and reports concerning CRS’s past, present or future research, technology, know-how, computer programs, products, sales and marketing plans, financial statements and business plans, product plans and/or costs, deliverables, the Site, all information provided on or through the subscriber-only restricted access portion of the Site and any other information, oral or written, that is designated as confidential or proprietary or should reasonably be considered confidential or proprietary. The Site shall not include services and products that are owned, performed and/or supplied by a party other than CRS (“Third Party Products”). 2.2 Proprietary Materials. Customer acknowledges that the Site is proprietary to CRS and is protected by intellectual property and other laws. Customer further acknowledges that Third Party Products are proprietary to their respective suppliers and are protected by intellectual property and other laws. Customer agrees not to change or delete any copyright or proprietary notices contained on or provided through the Site or Third Party Products. 2.3 Restrictions on Use. Customer and Users shall not, and shall not assist any third party to, (i) sublicense, rent, lease, use, permit use of, modify, commercialize for third parties, create derivatives of or make available any part of the Site or Third Party Products except as expressly permitted in this Agreement or otherwise specified by CRS in a writing that references this Agreement (email acceptable), (ii) decompile, reverse engineer or otherwise attempt to discover any underlying code which is part of the Site or Third Party Products, (iii) use the Site other than in accordance with this Agreement, (iv) export any part of the Site or Third Party Products outside of the United States or Canada without CRS’s prior written consent and in accordance with applicable law, (v) have any right to receive a copy of the Site’s or a Third Party Product’s source code, (vi) use the Site or Third Party Products to post, upload or transmit any Disabling Code (as hereinafter defined) or any data, content or materials of any type that are illegal, threatening, obscene, defamatory, harmful, invasive to privacy or similar rights of CRS or a third party or that infringe or violate any rights of any party, including, but not limited to, any patent, copyright, trademark, trade secret or any proprietary or other right of CRS or a third party, (vii) use the Site or Third Party Products in an unauthorized manner or in a manner that would interfere with or disrupt the accuracy, integrity and reliability of the Site or CRS’s and/or CRS’s Agents’ hardware or software, and/or (viii) copy any part of the information provided on or through the Site other than as necessary for use of the Site. “Disabling Code” means computer code designed to interfere with the normal operation of the Site or CRS’s, CRS’s Agents’ or a third party’s hardware or software, or any program routine, device or other undisclosed feature, including, but not limited to, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, or trap door which is designed to delete, disable, deactivate, interfere with or otherwise harm the Site or CRS’s, CRS’s Agents’ or a third party’s hardware or software 2.4 Accessibility. Customer shall be solely responsible for providing, maintaining and ensuring compatibility with the access requirements for the Site, and all hardware, software, electrical or other physical requirements for use of the Site, including, without limitation, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to use the Site. The Site may not be available in all areas. 2.5 User Account. If Customer is not an individual, all Users must be employees of Customer. Customer will be provided an account and password by CRS and all Users may share such account and password with one another. The security, confidentiality and integrity of Customer’s account and password is Customer’s and the Users’ sole responsibility and Customer agrees to bear all liability for the same as well as all use and/or charges incurred from use of the Site with all User accounts and/or passwords, including, but not limited to, unauthorized charges. Customer and Users shall take all reasonable steps to ensure that no unauthorized person shall have access to Customer’s account or password and shall immediately notify CRS of any unauthorized access or use of which they become aware. Notwithstanding anything to the contrary, Customer hereby authorizes CRS to use, sublicense and disclose Customer’s account information (i) if required by applicable law or where necessary to enforce this Agreement and/or to protect any of CRS’s or other parties’ legal rights, and (ii) in an aggregated form which does not include User-identifying information. 3. Third Party Terms. Access to the Site may include hardware, software elements and other proprietary materials from CRS’s third party suppliers (i.e. Third Party Products) that are subject to license rights and restrictions (collectively the “Third Party Licenses”). In such event, Customer’s rights to and CRS’s provision of the Site are expressly subordinate and subject to the Third Party Licenses. Third Party Licenses are available on the Site, and where commercially reasonable, CRS will provide copies of the Third Party Licenses upon written request. By agreeing to this Agreement, Customer acknowledges access to and an opportunity to review the Third Party Licenses. If CRS’s rights provided by a third party supplier are limited, suspended or terminated for any reason, the rights of Customer shall also be so limited, suspended or terminated. CRS shall use reasonable efforts to notify Customer of any such limitation, suspension or termination via the Site, email or otherwise. To the extent of any conflict between the terms of this Agreement and the terms of a Third Party License, the terms of the Third Party License shall control with respect to the applicable Third Party Product. 4. Termination. 4.1 Termination of Agreement. Either party may terminate this Agreement for cause if the other party breaches a material term or condition of this Agreement and fails to cure such breach within ten (10) days of receipt of written notice of the breach for payment obligations or thirty (30) days of receipt of written notice of the breach for all other obligations. Further, either party may terminate this Agreement for cause immediately upon written notice of termination, if (i) the other party makes an assignment of all or part of its assets for the benefit of creditors, or becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors (collectively “Petitions”), if such Petitions are not dismissed within sixty (60) days of filing, or (ii) the other party fails to inform the terminating party of a Petition in writing within five (5) business days of the filing of the Petition. 4.2 Effect of Termination. Customer shall pay for all Fees incurred and/or accrued up to and including the effective date of termination or expiration of this Agreement. Upon termination of this Agreement, (i) Customer’s license rights under this Agreement shall immediately terminate, and (ii) Customer shall return to CRS all documents and other manifestations in whatever form of Confidential Information received by Customer pursuant to this Agreement (and all copies and reproductions thereof), or, if CRS so requests, immediately destroy any such Confidential Information (and all copies and reproductions thereof), and certify such return and/or destruction to CRS. 5. Customer’s Representations and Warranties. Customer represents and warrants that (i) this Agreement constitutes the legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, (ii) Customer has all requisite authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized, (iii) Customer’s agreement to this Agreement and Customer’s performance or compliance with the terms of this Agreement will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which Customer or its affiliates are bound or to which Customer’s properties are subject, and (iv) Customer is not an individual or entity that, directly or indirectly, solicits, attempts to solicit, provides or contracts with individuals or entities with respect to services or software that are substantially similar to the Site, and shall not attempt to engage in or engage in, or assist a third party to attempt to engage in or engage in, any benchmarking, monitoring or testing availability or performance, or any other competitive use, including, but not limited to, creating services or software that are substantially similar to the Site, with respect to the Site. 6. Confidential Information. 6.1 Confidentiality Obligation. Customer shall keep all Confidential Information confidential and shall not use or disclose Confidential Information except as permitted under this Agreement, to other authorized users of the Site for internal business purposes or as otherwise necessary to fulfill its obligations under this Agreement. Customer shall use the same degree of care it uses to protect its own proprietary information (but in no event less than a reasonable degree of care) to prevent the unauthorized use or disclosure of Confidential Information. Except as otherwise expressly provided, Customer may not “reverse engineer,” make derivatives or adaptations, duplicate or copy in any fashion any of CRS’s Confidential Information, in whole or in part, without the prior written consent of CRS. Customer shall immediately notify CRS of any use or disclosure of Confidential Information not permitted by this Agreement of which it becomes aware. 6.2 Exception. Notwithstanding anything to the contrary, in the event that Customer is legally compelled to disclose any of CRS’s Confidential Information pursuant to a subpoena, order, process or other requirement of a judicial or other governmental agency, Customer may disclose such Confidential Information provided that Customer (i) notifies CRS as soon as practicable prior to making such legally compelled disclosure, (ii) provides any reasonably requested assistance to CRS in obtaining a protective order, and (iii) only discloses that portion of CRS’s Confidential Information that, in the opinion of Customer’s legal counsel, it is legally compelled or otherwise required to disclose. 6.3 Enforcement. It is recognized that damages in the event of a breach or threatened breach of the covenants set forth in this Section 6 will be difficult, if not impossible, to ascertain. It is therefore agreed that CRS, in addition to, and without limiting, any other remedy or right that it might have, shall have the right to an injunction against Customer issued by a court of competent jurisdiction, enjoining Customer from violating the provisions of this Section 6. Each party hereby consents to the issuance of any preliminary or permanent injunction without bond. Notwithstanding anything to the contrary, it shall not be a breach of this Agreement for a party to disclose the existence or the terms of this Agreement in order to enforce the terms hereof. 7. Indemnification and Assumption of Risk. 7.1 Indemnification by Customer. To the fullest extent permitted by law, Customer shall indemnify, defend and hold CRS, its employees, members, managers, governors, suppliers, agents, contractors, suppliers, affiliates, representatives, successors and assigns harmless from and against any and all claims, liabilities, damages, judgments or costs (including, but not limited to, reasonable attorney’s fees) arising out of or resulting from, or alleged to result from (i) Customer’s breach of the terms of this Agreement, (ii) any disputes between or among Customer and its Users, employees, contractors, consultants and/or agents, (iii) claims that any of Customer’s or Users’ content or Customer’s or its affiliates’ other hardware, software or products (or the provision of the Site in connection therewith) violate or in any way infringe on any patent, copyright, trademark, trade secret or any proprietary or other right of a third party, including, but not limited to, any third party agreement binding Customer or such hardware, software, content or products, and/or (iv) Customer’s, its affiliates and/or Users’ negligence, tortious conduct or use of the Site or information provided on or through the Site (collectively “Claim(s)”). CRS shall (i) promptly notify Customer in writing of any Claim(s) of which it becomes aware, (ii) permit Customer sole control to defend, compromise or settle Claim(s), provided Customer may not settle any Claim(s) without the consent of CRS where the settlement involves a remedy other than the payment of money, and (iii) provide reasonable information, assistance and authority at Customer’s expense to enable Customer to defend Claim(s). CRS may otherwise participate in the defense or settlement of any Claim(s) at its own expense. 7.2 Assumption of Risk. Customer understands the risks associated with the access to and use of the Site. Customer acknowledges that Customer is using the Site at Customer’s own risk and Customer is personally responsible for verifying its suitability for Customer’s needs. 8. Disclaimer and Limitation of Liability. 8.1 Disclaimer. THE SITE, THE SITE’S FUNCTIONALITY AND ANY INFORMATION RELATED TO OR PROVIDED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CRS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH REGARD TO THE SITE, OR WITH RESPECT TO ANY INFORMATION RELATED TO OR PROVIDED THROUGH THE SITE. ALL THIRD PARTY PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS AND CRS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH REGARD TO THIRD PARTY PRODUCTS. 8.2 Limitation of Liability. EXCEPT WITH RESPECT TO CRS’S GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRS OR ITS AFFILIATES, EMPLOYEES, MEMBERS, MANAGERS, GOVERNORS, AGENTS, CONTRACTORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST OR INTERRUPTION OF BUSINESS, WHETHER BASED UPON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUBJECT TO THE LIMITATIONS CONTAINED IN THIS AGREEMENT, EXCEPT WITH RESPECT TO CRS’S GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, CRS AND ITS AFFILIATES, EMPLOYEES, MEMBERS, MANAGERS, GOVERNORS, AGENTS, CONTRACTORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS SHALL ONLY BE LIABLE TO THE EXTENT OF ACTUAL, DIRECT DAMAGES INCURRED BY CUSTOMER, NOT TO EXCEED THE FEES PAID BY CUSTOMER TO CRS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS LIMIT. Any claims arising in connection with this Agreement or the Site except for claims arising out of Customer’s nonpayment must be brought within one (1) year of the date of the event giving rise to such action occurred. 8.3 Acknowledgement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SITE WOULD NOT BE PROVIDED TO CUSTOMER ABSENT SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN LIABILITIES, SO THE ABOVE MAY NOT APPLY TO CUSTOMER. 9. Relationship. The parties are independent contractors, and nothing in this Agreement shall be construed to make the parties partners, joint venturers, representatives or agents of each other, nor shall either party so represent to any third person. No employer-employee relationship is intended to be created by this Agreement. CRS acknowledges and agrees that it is responsible for any services related to the Site performed by CRS’s employees and contractors (“CRS’s Agents”). CRS is solely responsible for the payment of any compensation to CRS’s Agents, including taxes, contributions and benefits. Customer will not have any obligation to directly pay any amount to CRS’s Agents, including, but not limited to, “overtime” or premium payments. Customer acknowledges and agrees that it is responsible for all acts and omissions of its Users, affiliates and their employees, contractors and agents. All acts and omissions of such Users, affiliates, employees, contractors and agents shall be deemed Customer’s acts and omissions. 10. Customer License Grants. If Customer or any User submits any business information, ideas, concepts or inventions to CRS through the Site or by other means, Customer hereby grants, and/or warrants that the owner of such content or intellectual property has expressly granted to CRS, a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, transferable, sublicensable (through multiple tiers) license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display, including digitally or electronically, such content or intellectual property in any media or medium, or any form, format or forum now known or hereafter developed. 11. Compliance with Applicable Laws. Customer agrees that Customer will not use the Site and the Site’s functionality in violation of federal, state or local law or other applicable rules or regulations, and Customer shall ensure that all feed mill tags created using the Site contain all information required by such laws, rules and/or regulations. If Customer accesses the Site from outside of Canada, Customer does so at Customer’s own risk and responsibility for compliance with laws of Customer’s jurisdiction. 12. Governing Law and Disputes. 12.1 Governing Law. This Agreement shall be governed by, construed and enforced according to the laws of the State of Wyoming, without regard to its conflict or choice of law principles; provided that to the extent the substantive and procedural laws of the United States would apply to these Terms of Use, they shall supersede the application of Wyoming law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use. Subject to Section 12.2 and Section 12.3 below, any action arising out of or relating to this Agreement shall be brought only in the state or federal courts of AlbanyCounty, Wyoming, and all parties expressly consent to such court’s jurisdiction and irrevocably waive any objection with respect to the same, including any objection based on forum non conveniens. 12.2 Escalation of Disputes. The parties agree to meet and confer in good faith on any matter of common interest and any controversy, claim or dispute under this Agreement (collectively “Dispute”) prior to taking any legal action with respect thereto (which would be subject to Section 12.1 above and/or Section 12.3 below). As soon as a Dispute is recognized by a party, it will communicate the substance of such Dispute to the other party. Once a Dispute has been raised, the parties will make all reasonable efforts to reach a resolution within ten (10) days after the Dispute has been identified. Notwithstanding the foregoing, but subject to Section 12.1 above, no disputant shall be required to satisfy the informal Dispute resolution process outlined in this Section 12.2 for any cause of action that would entitle such disputant to injunctive relief. 12.3 Arbitration. If any Dispute cannot be settled by the parties, the Dispute shall be resolved pursuant to informal arbitration by an arbitrator selected under the Commercial Arbitration Rules of the American Arbitration Association (as then in effect for expedited proceedings) and located in AlbanyCounty, Wyoming, and such arbitration shall be conducted in that same location under such rules. Notwithstanding the foregoing, and subject to Section 12.1 above, no disputant shall be required to seek arbitration regarding any cause of action that would entitle such disputant to injunctive relief, and the parties expressly waive any arguments relating to success on the merits with respect to the granting of such appropriate injunctive relief, as well as any arguments with respect to the enforceability of this Agreement with respect to the granting of such appropriate injunctive relief, and further expressly waive any defenses based upon venue, lack of personal jurisdiction and/or sufficiency of service of process with respect to any such action or proceeding. Any temporary or preliminary order issued shall be without prejudice to any final decision reached by an arbitrator or arbitration panel pursuant to this Agreement. Each of the disputants shall be entitled to present evidence and argument to the arbitrator. The arbitrator shall permit reasonable pre-hearing discovery of facts, to the extent necessary to establish a claim or a defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall be conclusive and binding upon the disputants and a court judgment upon the same may be entered in any court having competent jurisdiction thereof. The arbitrator shall give written notice to the disputants stating the arbitrator’s determination, and shall furnish to each disputant a signed copy of such determination. 13. Force Majeure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party, except for payment obligations. Such acts shall include, but are not limited to, acts of God, strikes, public internet and private internet connection failures, lockouts, riots, acts of war, acts of terror, epidemics, government regulations superimposed after the Effective Date, fire, communication line failures, power failures, earthquakes and other disasters. In such an event, the delayed party shall give written notice to the other party and shall do everything reasonably possible to resume performance. 14. Entire Agreement and Amendment. This Agreement (including the documents incorporated herein by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof. There are no warranties, representations or agreements among the parties with respect to the subject matter hereof, except as set forth or referred to herein. This Agreement may not be modified, altered or amended except in a writing that is duly signed by the parties hereto. 15. Successors and Assigns. Customer may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of CRS, and any attempted assignment without CRS’s prior written consent shall be null and void. For the avoidance of doubt, CRS may assign this Agreement, or any of its rights or obligations hereunder, in the event of a transfer of all or substantially all of CRS’s assets or CRS’s restructuring, upon written notice to Customer. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 16. Publicity. Unless otherwise requested by Customer in writing, CRS may publicize Customer’s selection to do business with CRS, including Customer’s name and Customer’s logos and/or marks. 17. Miscellaneous. Section and subsection headings are not to be considered part of this Agreement. They are included solely for convenience and not intended to be full or accurate descriptions of the content hereof. Should any provision of this Agreement be held invalid or unenforceable, such invalidity will not invalidate the whole of this Agreement, but rather that invalid provision will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement will remain in full force and effect. Nothing in this Agreement is intended to confer upon any person other than the parties hereto, and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, nor is anything in this Agreement intended to relieve or discharge the liability of any other party. Each of the parties hereto have been represented by independent legal counsel or afforded the opportunity of representation by independent legal counsel. Any sections (or portions thereof) that either expressly by their terms, or in order to give full effect to their provisions must, survive the expiration or termination of this Agreement, shall so survive. Either party’s failure to insist upon strict enforcement of any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. To be effective, any such waiver must be in writing and signed by the waiving party, and shall be effective only in the specific instance and for the specific purpose for which given. 18. Notices. Except as otherwise provided, notices under this Agreement shall be in writing and shall be deemed given when (i) delivered personally, (ii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested, or (iii) upon written confirmation of delivery by recognized international carrier sent by overnight service, to the respective party as set forth below. A party may change its notice address upon five (5) days written notice to the other party. To CRS: Cedar Rock Software LLC Attn: CRS Legal Notices 210 E. Custer St. Laramie, WY 82070 To Customer: As specified in the Customer’s account information. 19. Further Assurances. Customer agrees to sign and deliver such other documents, instruments and agreements and to take such further action as is reasonably requested by CRS to consummate or to evidence the consummation of the transactions contemplated herein. Below is the subscription agreement for medicatedfeed.com CEDAR ROCK SOFTWARE LLC SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT ("Agreement") by and between Cedar Rock Software LLC, a Wyoming limited liability company, its successors and assigns ("CRS"), and the individual or entity that registered for one or more user accounts on the Site (as defined below) ("Customer") is made and entered into effective as of the date of Customer's acceptance of this Agreement by registering for a user account on the Site and checking the "I Agree" to this Agreement box (the "Effective Date"). ACCESS TO AND USE OF THE SITE AND THE INFORMATION PROVIDED ON OR THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON FOR ANY PURPOSE. THE SITE IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, MEASUREMENT, TESTING OR REGULATORY COMPLIANCE. 1. Subscription and Fees. 1.1 Subscription Term and License. This Agreement will commence upon the Effective Date and shall continue for the initial subscription period specified during Customer's registration process or otherwise specified by CRS in a writing that references this Agreement (email acceptable) (the "Subscription Term"). Provided that Customer is current with its payment obligations, CRS hereby grants Customer a limited, non-transferable (except in accordance with Section 15 below), non-exclusive license for the number of authorized users for which Customer has subscribed and paid (each a ""User") to access the subscriber-only restricted access portion of the www.medicatedfeed.com website (the "Site") during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the terms of this Agreement as well as CRS's Terms of Use and CRS's Privacy Policy which are incorporated herein by reference and deemed a part hereof. To the extent of any conflicts between the Terms of Use or Privacy Policy and this Agreement, the terms of this Agreement shall prevail. All of Customer's and Users' rights to the Site are subject to their compliance with the terms of this Agreement. 1.2 Official Capacity. In the event that Customer is an entity (as indicated by designating an entity name during the registration process), the person completing the registration process represents that he or she is registering for such account in his or her employment or similar official capacity with Customer, and represents that he or she has the authority to bind Customer to the terms of this Agreement. 1.3 Fees. 1.3.1 Fees and Expenses. Customer shall pay all fees for accessing the Site described in the registration process or otherwise specified by CRS in a writing that references this Agreement (email acceptable) ("Fees"). All Fees paid are nonrefundable except as expressly set forth in this Agreement. All Fees are exclusive of sales and other taxes and Customer is solely responsible for payment of (or reimbursement for) any applicable federal, state, local and city taxes, except for any taxes based on CRS's net income. 1.3.2 Disputed and Overdue Fees. Overdue Fees shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, until paid. In the event that any Fees become more than thirty (30) days overdue, CRS may suspend performance of the Site and/or Customer's or any Users' access to the Site upon written notice to Customer. CRS shall have no liability due to such suspension. 1.3.3 Overages. If CRS learns that Customer has exceeded any use restrictions or is otherwise not in compliance with this Agreement, then Customer shall promptly pay to CRS the then current list price for any overage, if any, from the first date of such overage, plus a ten percent (10.0%) surcharge, and the reasonable costs of conducting the foregoing determination and any subsequent determinations for the purpose of verifying the resolution of such issues. 1.3.4 Credit Card Payments. If Customer elects to pay any Fees by credit card payment, and such method of payment is approved by CRS, in its sole discretion, Customer is responsible for providing a valid credit card number at the time Customer registers to pay by credit card. Customer represents and warrants that Customer is an authorized user of the credit card number provided, and Customer agrees to pay all charges resulting from Customer’s use of a credit card, including, but not limited to, any unauthorized charges incurred prior to Customer’s notifying CRS of such charges. Customer agrees that CRS may pass Customer's credit card information and personally identifiable information to its designated service provider(s) for their use in processing credit card payments. 2. Ownership and Restrictions. 2.1 Ownership. Customer acknowledges and agrees that as between Customer and CRS, CRS is and shall remain the exclusive owner of the Site, Confidential Information (as hereinafter defined) and all patent, copyright, trade secret, trademark and other intellectual property rights therein. Except as expressly recited herein, no rights or obligations are to be implied from this Agreement and no license is hereby granted, directly or indirectly, under any patent, trade secret, copyright or other intellectual property right now held by, which may be obtained by or which are or may be licensable by CRS. CRS expressly reserves all rights not expressly set forth in this Agreement. “Confidential Information" means any and all confidential or proprietary information or data which is disclosed or otherwise made available by CRS to Customer in any tangible or oral form, including, but not limited to, development and/or financial plans, ideas, concepts, drawings, designs, discoveries, improvements, specifications, formulas, trade secrets, prototypes, processes, notes, memoranda and reports concerning CRS’s past, present or future research, technology, know-how, computer programs, products, sales and marketing plans, financial statements and business plans, product plans and/or costs, deliverables, the Site, all information provided on or through the subscriber-only restricted access portion of the Site and any other information, oral or written, that is designated as confidential or proprietary or should reasonably be considered confidential or proprietary. The Site shall not include services and products that are owned, performed and/or supplied by a party other than CRS ("Third Party Products"). 2.2 Proprietary Materials. Customer acknowledges that the Site is proprietary to CRS and is protected by intellectual property and other laws. Customer further acknowledges that Third Party Products are proprietary to their respective suppliers and are protected by intellectual property and other laws. Customer agrees not to change or delete any copyright or proprietary notices contained on or provided through the Site or Third Party Products. 2.3 Restrictions on Use. Customer and Users shall not, and shall not assist any third party to, (i) sublicense, rent, lease, use, permit use of, modify, create derivatives of or make available any part of the Site or Third Party Products except as expressly permitted in this Agreement or otherwise specified by CRS in a writing that references this Agreement (email acceptable), (ii) decompile, reverse engineer or otherwise attempt to discover any underlying code which is part of the Site or Third Party Products, (iii) use the Site other than in accordance with this Agreement, (iv) export any part of the Site or Third Party Products outside of the United States or Canada without CRS's prior written consent and in accordance with applicable law, (v) have any right to receive a copy of the Site's or a Third Party Product's source code, (vi) use the Site or Third Party Products to post, upload or transmit any Disabling Code (as hereinafter defined) or any data, content or materials of any type that are illegal, threatening, obscene, defamatory, harmful, invasive to privacy or similar rights of CRS or a third party or that infringe or violate any rights of any party, including, but not limited to, any patent, copyright, trademark, trade secret or any proprietary or other right of CRS or a third party, (vii) use the Site or Third Party Products in an unauthorized manner or in a manner that would interfere with or disrupt the accuracy, integrity and reliability of the Site or CRS’s and/or CRS's Agents' hardware or software, and/or (viii) copy any part of the information provided on or through the Site other than as necessary for use of the Site. "Disabling Code" means computer code designed to interfere with the normal operation of the Site or CRS's, CRS's Agents' or a third party’s hardware or software, or any program routine, device or other undisclosed feature, including, but not limited to, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, or trap door which is designed to delete, disable, deactivate, interfere with or otherwise harm the Site or CRS's, CRS's Agents’ or a third party's hardware or software 2.4 Accessibility. Customer shall be solely responsible for providing, maintaining and ensuring compatibility with the access requirements for the Site, and all hardware, software, electrical or other physical requirements for use of the Site, including, without limitation, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to use the Site. The Site may not be available in all areas. 2.5 User Account. If Customer is not an individual, all Users must be employees of Customer. Each individual User must be duly provided an account and password by Customer or CRS, may not have more than one (1) account and may not share his or her password with any other party or otherwise specified by CRS in a writing that references this Agreement (email acceptable); provided that if Customer has subscribed and paid for multiple Users under the same account and password, such Users may share such account and password with one another. The security, confidentiality and integrity of each User account and password is Customer's and the applicable User's or Users' sole responsibility and Customer agrees to bear all liability for the same as well as all use and/or charges incurred from use of the Site with all User accounts and/or passwords, including, but not limited to, unauthorized charges. Customer and Users shall take all reasonable steps to ensure that no unauthorized person shall have access to any User's account or password and shall immediately notify CRS of any unauthorized access or use of which they become aware. Notwithstanding anything to the contrary, Customer and User hereby authorizes CRS to use, sublicense and disclose User account information (i) if required by applicable law or where necessary to enforce this Agreement and/or to protect any of CRS's or other parties' legal rights, and (ii) in an aggregated form which does not include User-identifying information. In the event that a User dies or leaves the employment of Customer, Customer must promptly notify CRS and CRS may, but shall have no obligation to, agree to reassign such deceased or departed User's account and password to another individual designated by Customer. 3. Third Party Terms. Access to the Site may include hardware, software elements and other proprietary materials from CRS's third party suppliers (i.e. Third Party Products) that are subject to license rights and restrictions (collectively the "Third Party Licenses"). In such event, Customer's rights to and CRS's provision of the Site are expressly subordinate and subject to the Third Party Licenses. Third Party Licenses are available on the Site, and where commercially reasonable, CRS will provide copies of the Third Party Licenses upon written request. By agreeing to this Agreement, Customer acknowledges access to and an opportunity to review the Third Party Licenses. If CRS's rights provided by a third party supplier are limited, suspended or terminated for any reason, the rights of Customer shall also be so limited, suspended or terminated. CRS shall use reasonable efforts to notify Customer of any such limitation, suspension or termination via the Site, email or otherwise. To the extent of any conflict between the terms of this Agreement and the terms of a Third Party License, the terms of the Third Party License shall control with respect to the applicable Third Party Product. 4. Termination. 4.1 Termination of Agreement. Either party may terminate this Agreement for cause if the other party breaches a material term or condition of this Agreement and fails to cure such breach within ten (10) days of receipt of written notice of the breach for payment obligations or thirty (30) days of receipt of written notice of the breach for all other obligations. Further, either party may terminate this Agreement for cause immediately upon written notice of termination, if (i) the other party makes an assignment of all or part of its assets for the benefit of creditors, or becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors (collectively """Petitions"), if such Petitions are not dismissed within sixty (60) days of filing, or (ii) the other party fails to inform the terminating party of a Petition in writing within five (5) business days of the filing of the Petition. 4.2 Effect of Termination. Customer shall pay for all Fees incurred and/or accrued up to and including the effective date of termination or expiration of this Agreement. Upon termination of this Agreement, (i) Customer's license rights under this Agreement shall immediately terminate, and (ii) Customer shall return to CRS all documents and other manifestations in whatever form of Confidential Information received by Customer pursuant to this Agreement (and all copies and reproductions thereof), or, if CRS so requests, immediately destroy any such Confidential Information (and all copies and reproductions thereof), and certify such return and/or destruction to CRS. 5. Customer's Representations and Warranties. Customer represents and warrants that (i) this Agreement constitutes the legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally, (ii) Customer has all requisite authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized, (iii) Customer's agreement to this Agreement and Customer's performance or compliance with the terms of this Agreement will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which Customer or its affiliates are bound or to which Customer's properties are subject, and (iv) Customer is not an individual or entity that, directly or indirectly, solicits, attempts to solicit, provides or contracts with individuals or entities with respect to services or software that are substantially similar to the Site, and shall not attempt to engage in or engage in, or assist a third party to attempt to engage in or engage in, any benchmarking, monitoring or testing availability or performance, or any other competitive use, including, but not limited to, creating services or software that are substantially similar to the Site, with respect to the Site. 6. Confidential Information. 6.1 Confidentiality Obligation. Customer shall keep all Confidential Information confidential and shall not use or disclose Confidential Information except as permitted under this Agreement, to other authorized users of the Site for internal business purposes or as otherwise necessary to fulfill its obligations under this Agreement. Customer shall use the same degree of care it uses to protect its own proprietary information (but in no event less than a reasonable degree of care) to prevent the unauthorized use or disclosure of Confidential Information. Except as otherwise expressly provided, Customer may not "reverse engineer," make derivatives or adaptations, duplicate or copy in any fashion any of CRS's Confidential Information, in whole or in part, without the prior written consent of CRS. Customer shall immediately notify CRS of any use or disclosure of Confidential Information not permitted by this Agreement of which it becomes aware. 6.2 Exception. Notwithstanding anything to the contrary, in the event that Customer is legally compelled to disclose any of CRS's Confidential Information pursuant to a subpoena, order, process or other requirement of a judicial or other governmental agency, Customer may disclose such Confidential Information provided that Customer (i) notifies CRS as soon as practicable prior to making such legally compelled disclosure, (ii) provides any reasonably requested assistance to CRS in obtaining a protective order, and (iii) only discloses that portion of CRS’s Confidential Information that, in the opinion of Customer's legal counsel, it is legally compelled or otherwise required to disclose. 6.3 Enforcement. It is recognized that damages in the event of a breach or threatened breach of the covenants set forth in this Section 6 will be difficult, if not impossible, to ascertain. It is therefore agreed that CRS, in addition to, and without limiting, any other remedy or right that it might have, shall have the right to an injunction against Customer issued by a court of competent jurisdiction, enjoining Customer from violating the provisions of this Section 6. Each party hereby consents to the issuance of any preliminary or permanent injunction without bond. Notwithstanding anything to the contrary, it shall not be a breach of this Agreement for a party to disclose the existence or the terms of this Agreement in order to enforce the terms hereof. 7. Indemnification and Assumption of Risk. 7.1 Indemnification by Customer. To the fullest extent permitted by law, Customer shall indemnify, defend and hold CRS, its employees, members, managers, governors, suppliers, agents, contractors, suppliers, affiliates, representatives, successors and assigns harmless from and against any and all claims, liabilities, damages, judgments or costs (including, but not limited to, reasonable attorney’s fees) arising out of or resulting from, or alleged to result from (i) Customer's breach of the terms of this Agreement, (ii) any disputes between or among Customer and its Users, employees, contractors, consultants and/or agents, (iii) claims that any of Customer's or Users’ content or Customer's or its affiliates' other hardware, software or products (or the provision of the Site in connection therewith) violate or in any way infringe on any patent, copyright, trademark, trade secret or any proprietary or other right of a third party, including, but not limited to, any third party agreement binding Customer or such hardware, software, content or products, and/or (iv) Customer's, its affiliates and/or Users' negligence, tortious conduct or use of the Site or information provided on or through the Site (collectively “ Claim(s)"). CRS shall (i) promptly notify Customer in writing of any Claim(s) of which it becomes aware, (ii) permit Customer sole control to defend, compromise or settle Claim(s), provided Customer may not settle any Claim(s) without the consent of CRS where the settlement involves a remedy other than the payment of money, and (iii) provide reasonable information, assistance and authority at Customer's expense to enable Customer to defend Claim(s). CRS may otherwise participate in the defense or settlement of any Claim(s) at its own expense. 7.2 Assumption of Risk. Customer understands the risks associated with the access to and use of the Site. Customer acknowledges that Customer is using the Site at Customer’s own risk and Customer is personally responsible for verifying its suitability for Customer’s needs. 8. Disclaimer and Limitation of Liability. 8.1 Disclaimer. THE SITE AND ANY INFORMATION RELATED TO OR PROVIDED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CRS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH REGARD TO THE SITE, OR WITH RESPECT TO ANY INFORMATION RELATED TO OR PROVIDED THROUGH THE SITE. ALL THIRD PARTY PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS AND CRS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH REGARD TO THIRD PARTY PRODUCTS. 8.2 Limitation of Liability. EXCEPT WITH RESPECT TO CRS'S GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRS OR ITS AFFILIATES, EMPLOYEES, MEMBERS, MANAGERS, GOVERNORS, AGENTS, CONTRACTORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST OR INTERRUPTION OF BUSINESS, WHETHER BASED UPON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUBJECT TO THE LIMITATIONS CONTAINED IN THIS AGREEMENT, EXCEPT WITH RESPECT TO CRS'S GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, CRS AND ITS AFFILIATES, EMPLOYEES, MEMBERS, MANAGERS, GOVERNORS, AGENTS, CONTRACTORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS SHALL ONLY BE LIABLE TO THE EXTENT OF ACTUAL, DIRECT DAMAGES INCURRED BY CUSTOMER, NOT TO EXCEED THE FEES PAID BY CUSTOMER TO CRS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS LIMIT. Any claims arising in connection with this Agreement or the Site except for claims arising out of Customer's nonpayment must be brought within one (1) year of the date of the event giving rise to such action occurred. 8.3 Acknowledgement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SITE WOULD NOT BE PROVIDED TO CUSTOMER ABSENT SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN LIABILITIES, SO THE ABOVE MAY NOT APPLY TO CUSTOMER. 9. Relationship. The parties are independent contractors, and nothing in this Agreement shall be construed to make the parties partners, joint venturers, representatives or agents of each other, nor shall either party so represent to any third person. No employer-employee relationship is intended to be created by this Agreement. CRS acknowledges and agrees that it is responsible for any services related to the Site performed by CRS's employees and contractors ("CRS's Agents"). CRS is solely responsible for the payment of any compensation to CRS's Agents, including taxes, contributions and benefits. Customer will not have any obligation to directly pay any amount to CRS's Agents, including, but not limited to, "overtime" or premium pa yments. Customer acknowledges and agrees that it is responsible for all acts and omissions of its Users, affiliates and their employees, contractors and agents. All acts and omissions of such Users, affiliates, employees, contractors and agents shall be deemed Customer's acts and omissions. 10. Customer License Grants. If Customer or any User submits any business information, ideas, concepts or inventions to CRS through the Site or by other means, Customer hereby grants, and/or warrants that the owner of such content or intellectual property has expressly granted to CRS, a royalty-free, perpetual, irrevocable, world- wide, non-exclusive, transferable, sublicensable (through multiple tiers) license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display, including digitally or electronically, such content or intellectual property in any media or medium, or any form, format or forum now known or hereafter developed. 11. Compliance with Applicable Laws. Customer agrees that Customer will not use the Site in violation of federal, state or local law or other applicable rules or regulations. If Customer accesses the Site from outside the United States or Canada, Customer does so at Customer’s own risk and responsibility for compliance with laws of Customer's jurisdiction. 12. Governing Law and Disputes. 12.1 Governing Law. This Agreement shall be governed by, construed and enforced according to the laws of the State of Wyoming, without regard to its conflict or choice of law principles; provided that to the extent the substantive and procedural laws of the United States would apply to these Terms of Use, they shall supersede the application of Wyoming law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use. Subject to Section 12.2 and Section 12.3 below, any action arising out of or relating to this Agreement shall be brought only in the state or federal courts of AlbanyCounty, Wyoming, and all parties expressly consent to such court's jurisdiction and irrevocably waive any objection with respect to the same, including any objection based on forum non conveniens. 12.2 Escalation of Disputes. The parties agree to meet and confer in good faith on any matter of common interest and any controversy, claim or dispute under this Agreement (collectively "Dispute") prior to taking any legal action with respect thereto (which would be subject to Section 12.1 above and/or Section 12.3 below). As soon as a Dispute is recognized by a party, it will communicate the substance of such Dispute to the other party. Once a Dispute has been raised, the parties will make all reasonable efforts to reach a resolution within ten (10) days after the Dispute has been identified. Notwithstanding the foregoing, but subject to Section 12.1 above, no disputant shall be required to satisfy the informal Dispute resolution process outlined in this Section 12.2 for any cause of action that would entitle such disputant to injunctive relief. 12.3 Arbitration. If any Dispute cannot be settled by the parties, the Dispute shall be resolved pursuant to informal arbitration by an arbitrator selected under the Commercial Arbitration Rules of the American Arbitration Association (as then in effect for expedited proceedings) and located in AlbanyCounty, Wyoming, and such arbitration shall be conducted in that same location under such rules. Notwithstanding the foregoing, and subject to Section 12.1 above, no disputant shall be required to seek arbitration regarding any cause of action that would entitle such disputant to injunctive relief. Each of the disputants shall be entitled to present evidence and argument to the arbitrator. The arbitrator shall permit reasonable pre-hearing discovery of facts, to the extent necessary to establish a claim or a defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall be conclusive and binding upon the disputants and a court judgment upon the same may be entered in any court having competent jurisdiction thereof. The arbitrator shall give written notice to the disputants stating the arbitrator’s determination, and shall furnish to each disputant a signed copy of such determination. 13. Force Majeure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party, except for payment obligations. Such acts shall include, but are not limited to, acts of God, strikes, public internet and private internet connection failures, lockouts, riots, acts of war, acts of terror, epidemics, government regulations superimposed after the Effective Date, fire, communication line failures, power failures, earthquakes and other disasters. In such an event, the delayed party shall give written notice to the other party and shall do everything reasonably possible to resume performance. 14. Entire Agreement and Amendment. This Agreement (including the documents incorporated herein by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof. There are no warranties, representations or agreements among the parties with respect to the subject matter hereof, except as set forth or referred to herein. This Agreement may not be modified, altered or amended except in a writing that is duly signed by the parties hereto. 15. Successors and Assigns. Customer may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of CRS, and any attempted assignment without CRS’s prior written consent shall be null and void. For the avoidance of doubt, CRS may assign this Agreement, or any of its rights or obligations hereunder, in the event of a transfer of all or substantially all of CRS’s assets or CRS’s restructuring, upon written notice to Customer. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 16. Publicity. Unless otherwise requested by Customer in writing, CRS may publicize Customer's selection to do business with CRS, including Customer's name and Customer's logos and/or marks. 17. Miscellaneous. Section and subsection headings are not to be considered part of this Agreement. They are included solely for convenience and not intended to be full or accurate descriptions of the content hereof. Should any provision of this Agreement be held invalid or unenforceable, such invalidity will not invalidate the whole of this Agreement, but rather that invalid provision will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement will remain in full force and effect. Nothing in this Agreement is intended to confer upon any person other than the parties hereto, and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, nor is anything in this Agreement intended to relieve or discharge the liability of any other party. Each of the parties hereto have been represented by independent legal counsel or afforded the opportunity of representation by independent legal counsel. Any sections (or portions thereof) that either expressly by their terms, or in order to give full effect to their provisions must, survive the expiration or termination of this Agreement, shall so survive. Either party's failure to insist upon strict enforcement of any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. To be effective, any such waiver must be in writing and signed by the waiving party, and shall be effective only in the specific instance and for the specific purpose for which given. 18. Notices. Except as otherwise provided, notices under this Agreement shall be in writing and shall be deemed given when (i) delivered personally, (ii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested, or (iii) upon written confirmation of delivery by recognized international carrier sent by overnight service, to the respective party as set forth below. A party may change its notice address upon five (5) days written notice to the other party. To CRS: Cedar Rock Software LLC Attn: CRS Legal Notices 210 E. Custer St. Laramie, Wyoming 82070 To Customer: As specified in the Customer's account information. 19. Further Assurances. Customer agrees to sign and deliver such other documents, instruments and agreements and to take such further action as is reasonably requested by CRS to consummate or to evidence the consummation of the transactions contemplated herein.
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