This Akadi Services Agreement is between Akadi Technologies, LLC (hereinafter , “Akadi”), and “you” (collectively, the “Parties”).

You agree that this Agreement (defined below) is like any written negotiated Agreement signed by you. By clicking to accept this Agreement, you agree to be bound by its terms. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND, IF APPLICABLE TO A PARTICULAR SERVICE (DEFINED BELOW), ANY LEGAL ENTITY ON WHOSE BEHALF THE SERVICE IS USED: FOR EXAMPLE, YOUR EMPLOYER. AKADI MAY CHANGE, ADD, OR REMOVE ANY PART OF THIS AGREEMENT, OR ANY PART OF THE SERVICES, AT ANY TIME. IF ANY FUTURE CHANGES TO THIS AGREEMENT ARE UNACCEPTABLE TO YOU, YOU SHOULD REFUSE TO ACCEPT ANY UPDATED TERMS PROPOSED TO YOU BY AKADI AND YOU MUST DISCONTINUE USING THE SERVICES.

1. Definitions.

“Agreement” means these terms and conditions, including all attached or referenced Service Appendices (defined below) and the Akadi Privacy Policy, which is located at http://www.akaditech.com/privacy or any successor Web site thereto.

“Content” means all audio, video, multimedia, data, text, images, documents, computer programs, and any other information or materials uploaded by or on behalf of you in connection with your use of the Service.

“Displays”: Any visual media capable of transmitting the Content through Services.

“Documentation” means collectively: (a) all of the written, printed, electronic, or other format materials published or otherwise made available by Akadi that relate to the functional, operational, and/or performance capabilities of the Service; (b) all user, operator, system administration, technical, support, and other manuals and all other written, printed, electronic, or other format materials published or otherwise made available by Akadi that describe the functional, operational, and/or performance capabilities of the Service; and (c) any other deliverable that is not hardware or software. Documentation shall not include source code or object code.

“Error(s)” means a failure of the Service which materially impacts the Service’s operational performance or functional performance.

“Information” means personally identifiable information.

“Object Code” means the binary machine-readable version of the Service.

“Participant” means a third party who interacts with the Services as a result of such party's relationship with or connection to you.

“Service Appendix” means an appendix to this Agreement that includes rights and obligations regarding use of a specific Service, to which you must agree to gain access to such Service.

“Service(s)” means, individually and collectively, an Akadi hosted application.

“Service Term” means the period of time for which you have elected to pay for and/or use a Service.

“Source Code” means those statements in a computer language, including but not limited to ASP, HTML, Javascript and XML, which when processed by a compiler, assembler, or interpreter become executable by a computer.

2. Use of Services

2.1. Ability to Accept Agreement. You affirm that you are at least eighteen (18) years of age and represent and warrant that you have all necessary rights to enter into the terms and conditions set forth in this Agreement, and to abide by and comply with this Agreement.

2.2. Your Agreement. Your assent to this Agreement allows you to use one or more of the Services, subject to your Agreement to all required Service Appendices, if any. Akadi reserves the right to change the terms of this Agreement and any Service Appendix and will post notice within a reasonable period, which such notice will be posted on a Web site(s) associated with the Services. If you do not agree to such amended terms, you may cancel your subscription to the Services, in accordance with Section [3.X] (Termination). Akadi may discontinue or add new Services, aspects, or features to certain Services (“Features”) from time to time at its sole discretion. You are not entitled to use such new Services or Features unless you agree to new or amended terms presented to you by Akadi, if any. In addition, changes to the Akadi Privacy Policy may also occur from time to time, and changes will be communicated via the www.akaditech.com Web site.

2.3. Changes to Services. Akadi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Services under this Agreement (or any part thereof) with or without notice.

2.4. Account Fees. Your Akadi account is effective for the period covered by your activation fee and continues with your payment of the monthly renewal fee. Renewal fees for your account will automatically be charged, at the then current rate, to the credit card or other billing source authorized by you, on the first day of each successive membership term, until you cancel your account services. Akadi reserves the right to change the monthly renewal fee for any renewal term to be effective upon the renewal of your membership.

2.5. Limitation on Displays. This Agreement grants to you the right to use Services on a maximum of 8 Displays. If you intend to use Services on more than 8 Displays, contact Akadi for pricing information.

2.6. Authority to Use Content. You represent and warrant that you have all necessary rights (e.g., copyright) and authority to all Content used in connection with Services,.

2.7. Access to Services. You acknowledge that your ability to access the Services may require the payment of third party fees (e.g., telephone toll charges, ISP, or airtime charges) and that you are responsible for paying such fees. Akadi is not responsible for any equipment you may need to be able to access the Services.

2.8. Log-In Information. To gain access to and use the Services, you may be required to create an Akadi ID and password or other log-in ID and password (“Log-In Information”). You are responsible for all activity occurring under your Log-In Information, and you must keep your Log-In Information confidential and not share your Log-In Information with third parties. Akadi has no obligation or responsibility with regard to your use, distribution, disclosure, or management of Log-In Information. Notwithstanding the foregoing, Akadi may require you to change your Log-In Information if such Log-In Information is inconsistent with the terms of this Agreement.

2.9. No Licenses. Subject to your compliance with the terms and conditions of this Agreement, Akadi grants to you a non-exclusive, non-transferable, revocable right to access and use the Services. No license, either express or implied, and under any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights or otherwise, are granted by Akadi to you under this Agreement.

2.10. Ownership of Services and Akadi Marks. You acknowledge that Akadi and its licensors own all right, title, and interest in: (a) the Services; (b) any Akadi software, including the Object Code and Source Code, accessed in connection with the Services; and (c) all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names used by Akadi in connection with the Service (the “Marks”). You are welcome to send suggestions on improving the Services, but in doing so, you acknowledge and agree that such suggestions will become the property of Akadi, and Akadi has no obligation to compensate you for such suggestions. You have no right to any portion of the Object Code, Source Code or Documentation outside the terms of this Agreement. You agree not to retain or copy any of the Object Code, Source Code or Documentation. You agree not to transmit any Object Code, Source Code or Documentation to any third party.

2.11. Third Party Access. In accordance with Akadi’s non-transferable grant to you of the right to access and use the Services, you shall not allow any third party to have access to the Services without Akadi’s prior written consent. Further, you shall neither engage in nor permit any use of the Services such that a copy would be made of such Services.

2.12. Reverse Engineering. You shall not and shall not permit any third party to translate, reverse engineer, decompile, recompile, update, or modify all or any part of the Services or merge the Services into any other software or service.

2.13. Operation of Services and Service Level Standards. Akadi does not warrant that the operation of the Services will be uninterrupted or error free. Moreover, Akadi does not warrant that the Services will be free of errors, defects, bugs, viruses, trojan horses, spyware or other similar aspects that impact the provision of the Services by Akadi to you. However, Akadi warrants, to the best of their actual knowledge, that the Services will be free from material defects in workmanship.

2.14. Security, Access, and Safety Requirements. Abuse or excessive use of the Service may result in the temporary or permanent suspension of your account. Akadi, in its sole discretion, will determine abuse or excessive use and will make a reasonable attempt via email to notify the account owner prior to suspension.

2.15. Self-Help Measures. Akadi shall have the right to employ self-help measures to ensure your compliance with this Agreement and to enforce the provisions of this Agreement, including but not limited to encryption and digital rights management software.

3. Termination

3.1. Your and Akadi’s Right to Terminate. You and Akadi each retain the right to cancel services at any time for any reason. There are no refunds for unused service fees upon account cancellation.

3.2. Your Rights at Account Termination. Upon termination of your Akadi account you will have no further access to your account’s Content. Terminated accounts have no right to future access of previously provided or created Content. Upon account termination Akadi has no responsibility to retain or preserve your Content.

3.3. The parties agree that their obligations under Sections 3, 4, 5, 6, 7, 9, 10, 11, 12, 20, 21, 22, 23, 24 of this Agreement survive the cancellation, termination or expiration of this agreement.

4. Limitation of Liability.

IN NO EVENT SHALL AKADI TECHNOLOGIES, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR OTHER SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, SPYWARE OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA AKADI’S WEBSITES AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT AKADI SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, LIBELOUS, SLANDEROUS, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, AKADI’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN THE EVENT THAT AKADI IS FOUND LIABLE FOR ANY HARM INCURRED BY ITS USERS OR THIRD PARTIES THOSE DAMAGES ARE LIMITED TO THE VALUE OF PURCHASED SERVICES. SO FAR AS APPLICABLE LAW ALLOWS ANY AND ALL DAMAGES INCURRED BY AKADI ARE LIMITED TO THE VALUE OF THE SERVICE FEES OF THE PREVIOUS 12 MONTHS.

5. Payment.

5.1. Service Fees. Use of the Services is subject to your payment of Akadi's charges for the Services, which may vary according to the Service, Features, or Service Term to which you have subscribed (the “Service Fees”). Unless this Agreement or any Service Appendix is terminated in accordance with Section 3 (Termination), Akadi will collect the Service Fee in advance of each Service Term. You are responsible for paying all taxes levied in connection with your use of the Services. For additional information on payment and taxes, please visit the Akadi Web site at http://www.akaditech.com or any successor Web site thereto. Your credit card company or bank may impose on you other fees, such as foreign exchange fees, in connection with your payment of the Service Fees, and Akadi has no connection to or responsibility for such fees.

5.2. Credit Cards. As a condition to your right to use Services that are purchased by recurring subscription, you must provide Akadi with a valid credit card belonging to you with available credit sufficient to pay the applicable Service Fees. In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide Akadi with a new valid credit card. In the event that you do not provide Akadi with a current valid credit card with sufficient credit upon request during the term of this Agreement, you will be in violation of this Agreement, and Akadi may immediately terminate this Agreement.

5.3. Collection of Service Fee. You agree that in the event Akadi is unable to collect the Service Fees owed by you to Akadi for the Services, Akadi may take any other steps it deems necessary to collect such Service Fees from you and that you will be responsible for all costs and expenses incurred by Akadi in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that Akadi may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.

5.4. Fee Waiver or Trial Account. You agree to be bound by these Terms of Service even if your account is not subject to Service Fees, Credit Cards and/or Collection of Service Fee (Sections 7.1-7.3). You agree that receipt of the service and your time investigating and/or use of the service is valuable and sufficient consideration to be bound under these Terms of Service. Akadi Tech reserves the right to grant and/or revoke the Fee Waiver or Trial Account for any or no reason whatsoever.

6. Ownership, Proprietary Rights, Confidentiality, and Security

6.1. Your Content. You may upload Content to the Services in connection with your use of the Services. Akadi does not verify, endorse, or claim ownership of any Content, and you retain all right, title, and interest in and to the Content. You warrant that you have the right to display any content that you upload to the Service. You grant Akadi a worldwide, non-exclusive right to display any Content you upload for as long as you use the Service.

6.2. Storage of your Content. Unless otherwise set forth in a Service Appendix, Akadi does not store Content except as necessary for Akadi to perform the Services. You understand that you are responsible for maintaining a backup copy of any Content submitted to the Service. Akadi retains the right to keep any Content uploaded by current or past customers for legitimate business purposes. Akadi’s right to preserve Content provides no right of access or storage to its current or past customers. Akadi reserves the right to create voluntary data storage and recovery programs available to you for a service charge in the future. Notwithstanding anything to the contrary herein, Akadi has no responsibility or liability for the deletion or accuracy of Content, the failure to store, transmit or receive transmission of Content (whether or not processed by the Services), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Features of the Services enable you to specify the level at which such Services restrict access to your Content. You are solely responsible for applying the appropriate level of access to your Content. Akadi reserves the right to limit the amount of Content you can upload.

6.3. Akadi Access to Content. You acknowledge that the Services are automated (e.g., Content is uploaded using software tools) and that Akadi personnel will not access, view, or listen to any Content, except as reasonably necessary to perform the Services, including but not limited to the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by Akadi in good faith to conform to legal requirements or comply with legal process; (d) enforce this Agreement, including investigation of potential violations hereof, as further described in Section 17, Compliance with Laws ; or (e) conduct research of use of the system.

6.4. Third Party Software. The Akadi Site contains articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, links to other web sites and other Content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the Content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access, use, or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

7. Indemnity. You agree to indemnify and hold Akadi and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

8. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AKADI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

AKADI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS,PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AKADI OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

9. Assignment and Transfer. You may not assign or transfer any portion of your interests, rights or obligations under this Agreement without prior written consent of Akadi. Any attempt to assign this Agreement by You will be considered null and void.

10. Independent Contractor. You agree that any third party, including independent contractors, who interacts with Akadi’s Services as a result of such party’s relationship with or connection to you, is considered to be your agent as regards this Agreement.

11. Compliance with Laws.

11.1. Illegal Activity. You may not use Akadi Services for any illegal or unauthorized purpose. You must not, in the use of Akadi services, violate any laws in your jurisdiction (including but not limited to copyright laws). Akadi is not responsible for any illegal activity by you. You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).

11.2. Advertisements. You are not permitted to block ads.

11.3. Website Access. The Akadi website is controlled and offered by Akadi from its facilities in the United States of America. Akadi makes no representations that its websites are appropriate or available for use in other locations. Those who access or use the Akadi’s website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11.4. You must not modify, adapt or hack Akadi’s service or modify another website so as to falsely imply that it is associated with Akadi or Akadi’s Services.

11.5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Akadi’s service (including access) without the express written permission by Akadi.

11.6. Content Removal. Akadi may, but has no obligation to, remove Content and accounts containing Content that Akadi determines are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or this Agreement.

11.7. Intellectual Property. Akadi will, in appropriate circumstances, terminate this Agreement if you infringe the intellectual property rights of others. Akadi will take any appropriate action under the Digital Millennium Copyright Act (“DMCA”), Title 17, U.S.C. Section 512(c)(2).

11.8. Abuse. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Akadi customer, employee, member, or officer will result in immediate account termination.

11.9. Spam. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

11.10. Viruses. You must not transmit any worms or viruses or any code of a destructive nature, including those that in any manner could damage, disable, overburden or impair any Akadi server or network(s) connected to any Akadi server.

11.11. Unauthorized Access. You must not obtain, gain, or attempt to obtain or gain unauthorized access to Akadi services, materials, other accounts, computer systems or networks connected to any Akadi server or services; or engage in any systematic extraction of data or data fields, including without limitation, e-mail addresses.

12. Akadi Security and Safety. Akadi has implemented technical safeguards and procedures to protect communications concerning your Content. Notwithstanding these efforts, the security of communications sent over the Internet (including by e-mail) is subject to factors outside of Akadi’s control and therefore Akadi does not guarantee the security or privacy of such communications. You also understand that the technical processing and transmission of Akadi’s services, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

13. Governing Law and Venue. The parties hereby agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the State of Utah, excluding its conflict of laws rules. You and Akadi each agree to submit to exclusive jurisdiction and venue of the courts located in the City and County of Salt Lake City, Utah. Notwithstanding this, you agree that Akadi shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.

14. Non-Binding Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by good faith negotiation. Either party may give the other party written notice of any dispute not resolved in the normal course of business. Within twenty (20) days after delivery of said notice, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days of the disputing party's notice, or if the parties fail to meet within twenty (20) days, the parties may, but shall not be obligated to, mutually agree in writing to submit the dispute to non-binding mediation. Mediation must occur within five (5) business days after the parties agree to submit the dispute to mediation, and the duration of the mediation shall be limited to one (1) business day. The parties mutually shall select an independent mediator experienced in commercial information systems contract disputes, and each shall designate a representative(s) to meet with the mediator in good faith in an effort to resolve the dispute. The specific format for the mediation shall be left to the discretion of the mediator and the designated party representatives and may include the preparation of agreed-upon statements of fact or written statements of position furnished to the other party. Except where clearly prevented by the area in dispute, both parties shall continue performing their obligations under this Agreement while the dispute is being resolved under this Section unless and until the dispute is resolved or until this Agreement is terminated as provided herein.

15. Arbitration. Any controversies or dispute arising under this Agreement shall be resolved by binding arbitration in the Salt Lake City and under the current Commercial Arbitration Rules of the American Arbitration Association. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

16. Waiver of Breach. Akadi's failure to act with respect to a breach by you or others does not waive Akadi's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Akadi under this Agreement shall be deemed effective unless delivered in a writing signed by Akadi. The waiver by Akadi hereto of a breach of any provision of this Agreement by you shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Akadi shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Akadi.

17. Waiver of Right to Jury Trial. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement.

18. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood or other weather; fire; explosion; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, decree, order, regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Akadi, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Akadi may immediately terminate this Agreement.

19. Third Party Beneficiaries. Each third party supplier of Third Party Applications, Software or Content has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.

20. Publicity. Except as required by law or regulation, or as provided herein, no announcement, news release, public statement, publication, or presentation relating to the existence of this Agreement, the subject matter herein, or either party's performance ("Publicity") shall be made without the other party's prior written approval. Each party agrees to submit each Publicity it proposes to make to the other party for purposes of such other party's review, comment and approval.

21. Notices. Any and all notices required to be given hereunder shall be made in writing and delivered by e-mail, facsimile or overnight courier to the following:

22. Recitals/Background, Enumerations, and Headings. The recitals, background, enumerations, and headings contained in this Agreement are for convenience or reference only and are not intended to have any substantive significance in interpreting this Agreement.

23. Incorporation of Appendices and Exhibits. Any appendices and exhibits attached hereto shall be incorporated by reference and made a part of this Agreement.

24. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately.

25. Entire Agreement. This Services Agreement constitutes the entire Agreement between you and Akadi and governs your use of the Akadi Service, superseding any prior Agreements between you and Akadi.