Aptiviti, Inc. / ETR Terms of Use

These Terms of Use (these “Terms”) apply to any person or entity accessing any website maintained by Aptiviti, Inc. (“Aptiviti”), including, without limitation, the ETR+ portal (collectively, the “ETR Websites”), and receiving any services delivered by Aptiviti (such services, collectively with the ETR Websites, the “ETR Products”). Except as may otherwise be expressly stated in an applicable written agreement that you have entered into with Aptiviti (a “Customer Agreement”), Aptiviti offers access to the ETR Products conditioned on (i) your agreement that you will comply with all applicable laws, rules, and regulations in connection with your use of the ETR Products, and (ii) your acceptance without modification of these Terms.

Use Restrictions

All ETR Products may be used only in accordance with these Terms and a Customer Agreement. You may not, for any reason, (i) download, copy, reproduce, duplicate, modify, sell, resell, decompile, or reverse engineer any ETR Products, (ii) remove any copyright or other proprietary notations from any ETR Products, (iii) publicly display any ETR Products, (iv) use any ETR Products for any commercial purpose that is not contemplated by a Customer Agreement, (v) “mirror” any ETR Products at another location or on another server, or (vi) attempt to perform any of the foregoing prohibited actions, including, without limitation, via web scraping or any other similar automated process.

MNPI/Insider Trading

Aptiviti represents that the ETR Products (i) will not contain any information that is material, non-public information under applicable U.S. securities laws, and (ii) will be in compliance with all applicable laws, rules, and regulations, including, without limitation, related to insider trading.

Disclaimer and Limitation of Liability

Except as expressly stated in these Terms, (i) all ETR Products are provided "as is”, and Aptiviti makes no warranties, representations, or covenants, expressed or implied, regarding the ETR Products, (ii) Aptiviti expressly disclaims all warranties, representations, and covenants regarding the ETR Products, and (iii) your use of the ETR Products is at your own risk. In no event will Aptiviti be liable for any damages or other costs or fees incurred by you arising out of your use of, or your inability to use, the ETR Products, even if Aptiviti has been notified of the possibility of such damages or other costs or fees.

Modification

Aptiviti may modify these Terms at any time.

Governing Law/Jurisdiction/Venue

Any claim or dispute of any kind relating to these Terms and/or any ETR Products (i) shall be governed by the laws of the State of New York without regard to its conflict of law provisions, and (ii) will be resolved exclusively in the state or federal courts with appropriate jurisdiction located in New York County, New York, United States of America.