Foldera Beta Testing Agreement

Terms and Conditions

1. AGREEMENT

This Foldera Beta Testing Agreement ("Agreement") sets forth the terms and conditions under which Foldera will provide access to certain applications in developmental stage ("Beta Applications"), electronic and/or paper documentation ("Documentation") and other related materials at no charge only for Your use, evaluation and testing purposes in accordance with the terms and conditions herein.

2. ACCEPTANCE

THESE TERMS OF USE ("TERMS") ARE ENTERED INTO BY AND BETWEEN FOLDERA, INC. ("FOLDERA") AND YOU, AND YOU ACCEPT THESE TERMS BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AND/OR ACKNOWLEDGING AGREEMENT WITH THESE TERMS. THESE TERMS AND CONDITIONS ("AGREEMENT") GOVERN YOUR USE OF FOLDERA'S ONLINE FOLDERA SERVICES, INCLUDING SERVING CONTEXT-RELATED ADVERTISEMENTS ("FOLDERA SERVICES") IN A BETA TEST ENVIRONMENT. THESE TERMS MAY BE MODIFIED FROM TIME-TO-TIME BY FOLDERA. YOU AGREE TO BE RESPONSIBLE TO CHECK THIS WEBSITE FOR UPDATES AND/OR REVISIONS TO THESE TERMS AND CONDITIONS.

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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE FOLDERA SERVICES AND/OR WEBSITE.

3. LICENSE

Foldera hereby grants to You a non-exclusive, limited, non-transferable, non-assignable license to access the Beta Applications for use, evaluation and testing purposes, solely for Your internal use and business purposes on Your systems located on Your premises. You agree to comply with the terms and conditions of this Agreement and/or any other applicable license and agree to take all reasonable steps to protect the Beta Applications from misappropriation or use contrary to the terms of the applicable license and/or agreement and to abide by the applicable licenses, agreements, usage rights, terms and conditions, policies, guidelines and other rules established by Foldera regarding access, use, security, confidentiality, conduct or other reasonable rights, obligations, policies and guidelines.

4. OPTION TO ACQUIRE LICENSE TO COMMERCIALLY RELEASED APPLICATIONS

Foldera hereby grants to You an option to acquire a permanent license for access to the commercially released Beta Applications under the then current Foldera Terms of Use and payment of applicable license fees. The option granted herein is conditioned upon (i) this license not being terminated prior to the option being granted, (ii) You paying all charges required to be paid for such permanent license, (iii) not violating any term or condition of this Agreement and (iv) You giving Foldera written notice of Your intent to exercise the option herein granted, tendering the license fee and entering into the Foldera Terms of Use.

5. FEES, Foldera SERVICES AND Foldera WEBSITE

5.1. Upon fulfilling its obligations hereunder, You will not be charged any fees for use of the Beta Applications for the purposes set forth herein. Upon entering into an appropriate license in accordance with Section 4 above, and paying the associated fees, You may obtain access to the Foldera Services ("Services") under applicable terms and conditions.

5.2. Unless stated otherwise, Foldera will pay all shipping costs of any Foldera materials to Your site and You will be responsible for all taxes, if any.

6. TERM

The term of this Agreement shall commence upon the Effective Date of this Agreement and expire upon the general release of the Beta Applications to the commercial marketplace, unless terminated under the terms and conditions herein.

7. USES AND RESTRICTIONS

7.1. You are granted the right to use and/or access the Beta Applications, only for the purpose of use, evaluation and testing purposes. Unless expressly agreed to by Foldera, the Beta Applications shall not be rented, leased, sold, operated on a bureau basis, sublicensed, distributed, donated (or otherwise transferred to any third party for any commercial gain or otherwise), used as part of any other service. In addition, the Beta Applications may not be translated, modified, altered, adapted or used to create derivative works. You shall duplicate proprietary notices incorporated in or fixed to the Beta Applications as applicable, and/or other Foldera property, on all copies, or extracts thereof, and shall not alter, remove or obliterate such notices.

7.2. You agree to not (i) license, sublicense, rent, sell, resell, republish, download, transmit, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Foldera Services or the Content in any way; (ii) create derivative works based upon the Foldera Services including any Content; (iii) create Internet "links" to the Foldera Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (iv) reverse engineer, reverse compile, decompile, disassemble, reverse assemble, or access the Foldera Services in order to (a) build a competitive product of the Foldera Services, (b) develop a product using similar ideas, concepts, features, functions or graphics of the Foldera Services, (c) copy any ideas, features, functions or graphics of the Foldera Services or (d) modify, decompile or reverse engineer any software and/or other intellectual property of Foldera. You also agree that You will not use any robot, spider, other automated device, virus or manual process to monitor or copy any content from the Foldera Services and/or (iv) infringe on any intellectual property relating to this Agreement. Foldera's rights include rights to (i) the Foldera Services developed and provided by Foldera and (ii) all software associated with the Foldera Services. Foldera's rights do not include third-party content used as part of the Foldera Services, including the content of communications appearing on the Foldera Services.

8. NOTICES: SECURITY

Foldera's privacy and security policies may be viewed at http://www.foldera.com/privacy.htm. It is important to refer to this site from time-to-time. You may be asked whether or not You would like to receive marketing and other information from time-to-time. You may opt out of receiving such communications at that time or at any subsequent time by changing Your preference under Personal Setup. Note that because the Foldera Services is a hosted, online application, Foldera occasionally may need to notify all users of the Foldera Services (whether or not You have opted out for receiving notices) of important announcements regarding the operation of the Foldera Services. If You become a paying customer of the Foldera Services, You agree that Foldera can identify You are a paying customer and the edition of the Foldera Services that You are using.

9. YOUR RESPONSIBILITY

9.1. You shall be solely responsible for Your activities relating to the Beta Applications. In consideration for Foldera providing use of the Beta Applications hereunder, You shall use, evaluate and conduct tests on and with respect to the Beta Applications for evaluation and quality assurance purposes. You may be required to complete a Foldera questionnaire(s) and/or other information inquiring about Your evaluations, tests and results including without limitation, any malfunctions and deficiencies discovered by You in and/or relating to the Beta Applications. In response to Your completed questionnaire and/or other information, and any issues related to software malfunctions and deficiencies, Foldera, at its option, may (a) correct the reported malfunctions and/or deficiencies (b) provide You with support and consultation, (c) develop a functionally similar alternative or (d) take no action.

9.2. In addition, You agree to perform the requirements and responsibilities as provided in writing from Foldera.

10. CONTENT PROVIDED VIA LINKS

10.1. Foldera may include on its website, links to other Internet sites or resources on the website. Foldera maintains and processes your Foldera account and its contents to provide the Foldera service to you and to improve our services. The Foldera service includes relevant advertising and related links based on the IP address, content of your emails, instant messages, contact lists, documents, images, videos, faxes, calendar events, tasks, photographs, music, and other data related to your account and other information related to your use of Foldera Services. You acknowledge and agree that Foldera is not responsible for the availability of such external sites or resources, does not endorse and/or is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Foldera will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or Foldera Services available on or through any such site or resource.

10.2. Foldera takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does Foldera have any obligation to monitor such third party content. Foldera reserves the right at all times to remove or refuse to distribute any content on the Foldera Services, such as content which violates the terms of this Agreement. Foldera also reserves the right to access, read, preserve and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests or (e) protect the rights, property or safety of Foldera, its users and the public. Foldera will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

10.3. Foldera provides these links to You only as a matter of convenience, and in no event shall Foldera or its licensors be responsible for any content, products or other materials on or available from such sites. Foldera provides the Foldera Services to You pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or Foldera Services may require Your agreement to additional or different license or other terms prior to Your use of or access to such software, hardware or Foldera Services.

11. ACCOUNT SECURITY

Foldera will attempt to deliver all of the e-mail and other content that is on Foldera's Services. However, the nature of e-mail is such that Foldera cannot guarantee delivery of such e-mail.

You are responsible for all use of the Foldera Services, including use of Your Beta Testing accounts and all related activity. The Foldera Services are regulated by various laws. Some of these laws include, but are not limited to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Foldera immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Foldera immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by You and (iii) not impersonate another Foldera user or provide false identity information to gain access to or use the Foldera Services.

12. CUSTOMER RESPONSIBILITIES

12.1. 12.1. In consideration of Your use of the Foldera Services, You agree to provide accurate, current and complete information about You as may be prompted by registration. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of information provided and intellectual property ownership and/or right to use of all. Foldera shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any information or data that You have provided. Foldera reserves the right to withhold, remove and/or discard customer data without notice for any breach of this Agreement. Upon termination for cause, Your right to access or use customer data immediately ceases, and Foldera shall have no obligation to maintain or forward any customer data.

12.2. Foldera may have advertisements and promotions from third parties on the website. Any participation in promotions of or business with advertisers other than Foldera found on or through the website, including payment and delivery of related goods or Foldera Services, and any other terms, conditions, warranties or representations associated with such business, are solely between You and the applicable advertiser. Foldera is not responsible or liable for any loss or damage of any sort incurred as the result of Your business dealings or because the advertisements are on the Foldera website.

12.3. You agree that You will use the Foldera Services in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from Your country of residence. You shall not agree to, authorize or encourage any third party to; (i) use the Foldera Services to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses or is otherwise objectionable as reasonably determined by Foldera; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Foldera Services; (iv) use the Foldera Services for any fraudulent or inappropriate purpose or (v) act in any way that violates the Foldera Privacy Policy as may be revised from time-to-time. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject You to state and federal penalties and other legal consequences. Foldera reserves the right, but shall have no obligation, to investigate Your use of the Foldera Services in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

12.4. You are entirely responsible for all Content that You upload, post or otherwise transmit via the website. You agree not to upload, post or otherwise transmit via the Foldera website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing or otherwise objectionable to Foldera or other users of the website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Foldera reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.

12.5. You agree that You will not use the website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Foldera or someone else, or spoof Foldera's or someone else's identity; (c) modify headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Foldera Services; (d) misrepresent Your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm or (g) collect or store personal data about other users unless specifically authorized by such users.

12.6. As a condition of Your use of the Foldera Services, You will not use the Foldera Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Foldera Services in any manner that could damage, disable, overburden or impair any Foldera server, or the network(s) connected to any Foldera server, or interfere with any other party's use and enjoyment of any Foldera Services. You may not attempt to gain unauthorized access to any Foldera Services, other accounts, computer systems or networks connected to any Foldera server or to any of the Foldera Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials of information through any means not intentionally made available through the Foldera Services.

13. PERSONAL USE

Foldera Services are made available to You for Your personal use only. Due to the Children's Online Privacy Protection Act of 1998 (reference http://www.ftc.gov/ogc/coppa1.htm), You must be at least thirteen (13) years of age to use the Foldera Services. You must provide current, accurate identification, contact and other information that may be required as part of the registration process and/or continued use of the Foldera Services. You are responsible for maintaining the confidentiality of Your Foldera Services password and account, and are responsible for all activities that occur thereunder. Foldera reserves the right to refuse Foldera Services to anyone at any time without notice for any reason.

14. CONFIDENTIALITY OF Foldera INFORMATION

14.1. You may obtain access to certain confidential information of Foldera and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that is considered to be confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Foldera and its suppliers.

14.2. Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of this Agreement and/or Foldera's written request, You must cease use of Confidential Information and return or destroy it

15. CONTENT

Foldera does not claim ownership of the Content that You place on the Foldera website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, or in Foldera's Privacy Policy, any Content You provide in connection with this website shall be deemed to be provided on a nonconfidential basis. Foldera reserves the right to have our computers, or computers from a trusted, third-party advertising partner, such as Google or Yahoo/Overture, process the information in your emails, instant messages, contact lists, documents, images, videos, faxes, calendar events, tasks, photographs, music, and other data related to your account for various purposes, including formatting and displaying the information to you, delivering advertisements and related links, preventing unsolicited bulk email (spam), backing up your Content, and other purposes relating to offering you Foldera. You represent and warrant that You have proper authorization for the worldwide transfer and processing among Foldera, its affiliates, and third-party providers of any information that You may provide on the website. Foldera does not monitor Content, but Foldera and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via its website.

16 INTELLECTUAL PROPERTY OWNERSHIP

16.1. Foldera (and its licensors) owns all right, title and interest in and to any, the Content and the Foldera Services and any input, concepts, improvements, enhancements, feedback, recommendations or other information provided by You or any other party relating to the Foldera Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Foldera Services. The Foldera name, logo, and the product names associated with the Foldera Services are trademarks of Foldera or third parties, and no right or license is granted to use them or any other Foldera intellectual property under this Agreement or otherwise.

16.2. Foldera does not claim any ownership in any of the content, including any text, data, information, email, instant messages, faxes, contact lists, documents, calendar events, tasks, images, photographs, music, sound, video or other material, that You upload, transmit or store in Your Foldera account. We will not use any of Your content for any purpose except to provide You with the Foldera Services.

16.3. Foldera may have advertisements and promotions from third parties on the website. You may enter into correspondence with, purchase goods and/or Foldera Services from, or participate in promotions of advertisers or sponsors showing their goods and/or Foldera Services through the Foldera Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between You and the applicable third-party. Any participation in promotions of or business with advertisers other than Foldera found on or through the website, including payment and delivery of related goods or Foldera Services, and any other terms, conditions, warranties or representations associated with such business, are solely between You and the applicable advertiser. Foldera and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third party. Foldera is not responsible or liable for any loss or damage of any sort incurred as the result of Your business dealings or because the advertisements are on the Foldera website. Foldera does not endorse any sites on the Internet that are linked through the Foldera Services.

17. TERMINATION

This Agreement shall terminate automatically (i) if You (a) sell, dispose of or otherwise cease to possess the Beta Applications (b) transfer the Beta Applications other than with the prior written agreement of Foldera and/or (c) otherwise breach a material term of these Terms of Use, (ii) if any other applicable license is terminated and such termination adversely affects this Agreement all upon the determination of Foldera and/or (iii) upon ten (10) days written notice of termination by Foldera. Such termination shall be in addition to and not in lieu of any other remedies available to Foldera.

18. REPRESENTATIONS AND WARRANTIES

You represent and warrant that (a) all of the information provided by You to Foldera to participate in the Foldera Services is correct and current; and (b) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder. You represent and warrant that You have neither falsely identified Yourself nor provided any false information to gain access to the Foldera Services and that Your billing information is correct.

19. INDEMNIFICATION

You agree to hold harmless and indemnify Foldera, and its subsidiaries, affiliates, officers, agents, and employees from and against any claim arising from or in any way related to Your use of the Foldera Services and/or violation of these Terms, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Foldera will provide You with written notice of such claim, suit or action.

20. DISCLAIMER OF WARRANTIES

20.1. THE BETA APPLICATIONS, ARE PROVIDED "AS IS" AND FOLDERA MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY AND/OR TITLE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION, CONFIGURATION AND/OR USE OF THE BETA APPLICATIONS, ANY WEBSITE AND USE OF AND/OR ACCESS TO THE WEBSITES TO ACHIEVE THE YOUR INTENDED PURPOSES OR FOR ANY RELIANCE, ASSESSMENT OR DETERMINATION MADE BY YOU BASED THEREON.

20.2. FOLDERA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE AND/OR FOLDERA SERVICES.

20.3. FOLDERA MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE FOLDERA WEBSITE AND/OR FOLDERA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE FOLDERA SERVICES AND/OR FOLDERA WEB SITE WILL BE ACCURATE OR RELIABLE; (iii) THE QUALITY OF ANY PRODUCTS, FOLDERA SERVICES, CONTENT, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE FOLDERA WEBSITE AND/OR FOLDERA SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR (iv) ANY ERRORS IN THE FOLDERA WEBSITE AND/OR FOLDERA SERVICES WILL BE CORRECTED.

20.4. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

20.5. FOLDERA SHALL NOT BE LIABLE FOR ANY TYPE OF INDIRECT, EXEMPLARY, INCIDENTAL, TORT, CONSEQUENTIAL, PUNITIVE, COMPENSATORY, COVER OR SIMILAR TYPES OF DAMAGES, INCLUDING (WITHOUT LIMITATION) LOST PROFITS OR LOSS OF GOODWILL, COSTS OF DELAY, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, WHETHER OR NOT FOLDERA OR YOU HAVE BEEN ADVISED OF OR ARE MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR SIMILAR CIRCUMSTANCES. FOLDERA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE BETA APPLICATIONS WILL MEET YOUR REQUIREMENTS, REGARDING PARTICULAR USE, BUSINESS OPERATION AND/OR PERFORMANCE CONSIDERATIONS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT LIMITING THE FOREGOING, FOLDERA MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR ANY INTERRUPTION OF, OR ERROR IN, THE BETA APPLICATIONS, ANY WEB SITE AND/OR USE THEREOF AND/OR RELATED SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO FOLDERA'S NEGLIGENCE.

20.6. THIS PROVISION IS EXPRESSLY SUBJECT TO THE LIMITATION OF LIABILITY HEREIN.

21. INTERNET DELAYS

FOLDERA SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FOLDERA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

22. LIMITATION OF LIABILITY

22.1. IN NO EVENT IS OR WILL FOLDERA BE LIABLE FOR ANY DAMAGES CAUSED BY YOUR OR ANY THIRD PARTY'S ACTS OR OMISSIONS OR FOR ANY DAMAGES ARISING FROM THE LOSS OF USE, DATA OR PROFITS, INTERRUPTION OF SERVICE, BUSINESS INTERRUPTION, ANY RELIANCE OR DECISION MADE BY YOU, ITS CUSTOMERS OR ANY RELATED OR THIRD PARTY THEREON AND/OR SIMILAR DAMAGES. IN NO EVENT SHALL FOLDERA BE LIABLE TO YOU FOR ANY DAMAGES OR CLAIMS HEREUNDER. FOLDERA (INCLUDING ANY PARTIES ACTING ON BEHALF OF FOLDERA) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COMPENSATORY, COVER OR DAMAGES OR SIMILAR TYPES OF DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUES, ANTICIPATED REVENUES OR PROFITS, LOSS OF GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE, COSTS OF DELAY, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED DIRECTLY OR INDIRECTLY TO AND WITH THIS AGREEMENT, WHETHER A CLAIM FOR SUCH DAMAGES IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF FOLDERA IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF SAME. YOU ACKNOWLEDGE AND AGREE THAT PAYMENT BY FOLDERA OR RETENTION BY YOU OF ANY DAMAGES, AS LIMITED BY THE FOREGOING, IS YOUR SOLE AND EXCLUSIVE REMEDY IN EXHAUSTION OF ALL OTHER REMEDIES UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, AND THAT SUCH REMEDY IS NOT DEEMED OR ALLEGED BY YOU TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN ADDITION, FOLDERA SHALL NOT BE LIABLE FOR ANY CLAIM ARISING MORE THAN SIX (6) MONTHS AFTER A CLAIM ARISES.

Foldera, or its authorized representatives, will have no liability with respect to the data transmitted to or from You, or the transmission thereof, and You agree to indemnify and hold Foldera harmless from any and all third party claims, damages and losses arising with respect to such data or transmission. Foldera will not be responsible for any liability related to any third party services rendered by third party service providers, including, but not limited to, any Internet service provider. You agree and acknowledge that the sole and exclusive remedies as to any third party services will be expressly limited to any remedies provided by such third party service providers.

22.3. In addition, Foldera shall not be liable to You or to any third party, for any damage, loss or injury suffered by You or any third party resulting directly or indirectly from any failure which may arise out of the performance by You or any breach thereof.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

23. EXPORT CONTROL

Foldera Services, Content, and product derived or obtained from this website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or Your local laws; (b) not use Foldera Services, Content, or direct product from this website to design, develop or produce missile, chemical/biological, or nuclear weaponry and (c) not provide Foldera Services, Content, or direct product from this website to prohibited countries and entities identified in the U.S. export regulations.

24. NOTICE

Foldera may give notice by means of a general notice on the Foldera Services, electronic mail to Your e-mail address on record in Foldera's account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Foldera's account information. Such notice shall be deemed to have been given if sent by first class mail or pre-paid post or twelve (12) hours after sending by email or if sent by confirmed facsimile to Foldera.

25. MODIFICATION TO TERMS

Foldera reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Foldera Services at any time, effective upon posting of an updated version of this Agreement on the Foldera Services. You are responsible for regularly reviewing the Foldera Website. Continued use of the Foldera Services after any such changes shall constitute Your consent to such changes.

26. ASSIGNMENT

This Agreement may not be assigned by You without the prior written approval of Foldera but may be assigned without Your consent by Foldera to (i) a parent or subsidiary, (ii) an acquisition of substantially all of the assets or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

27. CHOICE OF LAW; JURISDICTION

This Agreement and these Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions or Your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Foldera Services will be brought solely in Orange County, California, and You consent to the jurisdiction of such courts. The parties waive any application of the United Nations Convention on Contracts for the International Sale of Goods.

28. ATTORNEYS' FEES

The prevailing party in any legal proceeding will be entitled to reasonable attorneys' fees as well as the cost of such proceeding.

29. SURVIVAL

Rights and obligations under these Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.

30. NON-WAIVER

Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

31. SECURITIES

The website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Foldera's roadmaps, market share growth, and product and Foldera Services development and introduction, and our continuous evaluation of the competitiveness of our product and Foldera Services offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and Foldera Services, and Foldera's ability to compete in a highly competitive and rapidly changing marketplace.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@foldera.com