STANDARD TERMS

Effective Date: December 7, 2022:

CAREFULLY READ THESE PRAOS STANDARD TERMS. BY EXECUTING OR ACKNOWLEDGING RECEIPT OF THESE STANDARD TERMS, CLICKING “ACCEPT” OR “AGREE” (OR SIMILAR LANGUAGE) TO THE STANDARD TERMS WHEN MADE AVAILBLE TO YOU, OR ACCESSING AND USING THE PRAOS SERVICES, YOU AGREE TO BE BOUND BY THESE STANDARD TERMS AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE STANDARD TERMS ON BEHALF OF YOUR COMPANY OR OTHER ORGANIZATION RECEIVING THE PRAOS SERVICES. IF YOU DO NOT AGREE TO THESE STANDARD TERMS, DO NOT ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE PRAOS SERVICES.

These Standard Terms, together with the Privacy Policy located at www.praoshealth.com/privacy-policy/, govern your access to and use of www.praoshealth.com and your use of the Praos Services. These Standard Terms are by and between Praos Health, Inc. ("Praos"), and your organization or other legal entity (“you" or “your”) on whose behalf you are entering these Standard Terms.

1. Definitions. Terms not otherwise defined herein shall have the following meanings:

“Access Credentials” means the user identification name and password and/or other access keys or controls for the Services.

“Authorized Users” means individuals authorized by you to use the Services solely on your behalf, which may include, employees, temporary employees, contractors, or staffing candidates, but no other third parties without Praos’s prior written consent.

“Authorized Recipients” are a party’s and its affiliates’ officers, employees, agents and consultants who require access to the Confidential Information for the purpose set forth in these Standard Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.

“Confidential Information” refers to any proprietary information, software, personal information, data or know-how of the Discloser that is disclosed under these Standard Terms which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. For purposes of clarification, the Services and Documentation shall be Praos’s Confidential Information and Your Data shall be your Confidential Information except to the extent that it has been anonymized and aggregated by Praos and is no longer be attributable to you or any Authorized User. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Standard Terms by Recipient; (iii) has rightfully been received by Recipient from a third party without any breach of these Standard Terms; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order.

“Documentation” means user manuals, online help files, technical manuals, and other materials published by Praos which describe the Services and its uses, features, specifications, and/or technical requirements.

“Order” means the Praos Services that you subscribe to or purchase from Praos.

“Processed Data” means all information that is collected by Praos, or to which Praos has access that relates to you and your Authorized Users’ use of the Services. Processed Data includes, but is not limited to, Your Data and the results generated through use of the Services. Except in relation to the provision of the Services to you, any use of Processed Data will be masked or aggregated by Praos so that you and your Authorized Users are not identified as the original provider of such data.

“Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the Services that are specified in an Order or statement of work.

“Praos Services” means the Services, Professional Services, and any other online service provided or controlled by Praos for use with the Services.

“Services” means the subscription services, content, and products provided to you pursuant to an Order and these Standard Terms.

“Term” means the period of authorized access and use of Services as set forth in an Order.

“Your Data” means any information transmitted to the Services by your Authorized Users, including information necessary to set-up your account and for the continued delivery of Praos Services.

2. Right to Access and Use of Services. Praos hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for your internal business, subject to the terms of your Order and these Standard Terms. All rights not expressly granted to you are reserved to Praos.
   
   
3. Usage Restrictions. In addition to any other limitations set forth in these Standard Terms and any Order, you agree not to (i) copy, download, modify or translate any software and/or database hosted as part of the Services in any manner not authorized by these Standard Terms; (ii) reverse engineer, decompile, or disassemble any software and/or database hosted as part of the Services, or otherwise attempt., to discover the underlying source code of the Services; (iii) tamper with, bypass or alter the security features of the Services or any of the hosted infrastructure, (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services to any person or entity other than your Authorized Users, or use the Services to run an outsourcing business; (v) use the Services in violation of any law, regulation, or rule including for any illegal, obscene or threatening purpose; and (vi) use the Services or its contents for purposes of competitive analysis, the development of a competing product or service, (vii) engage in practices of “screen scraping”, “database scraping”, or similar practices; or (viii) any purpose that is detrimental to Praos or to its commercial disadvantage.
   
4. Your Obligations; Your Data.

4.1 Your Obligations. Only Authorized Users may use the Services, and solely for your internal business purposes. All use of the Services by your Authorized Users must comply with these Standard Terms. Your Authorized Users will be granted access to the Services through individual usernames and passwords. You will ensure that each Authorized User uses a unique username and password and that such usernames and passwords are not shared. You shall promptly notify Praos if any Authorized User’s username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials and you are solely responsible for all activity that occurs in connection with your Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Services.

4.2 Your Data. These Standard Terms, together with the Praos Privacy Policy, govern Praos’s collection and usage of Your Data. You acknowledge and agree that Praos may use Your Data and Processed Data to provide the Services to you and as otherwise set forth in these Standard Terms. By submitting or transmitting Your Data to the Services, you represent and warrant that you are the owner of, and/or have all necessary right and permissions in Your Data to permit Praos to use the same in accordance with these Standard Terms without violating the rights of any third party. Praos shall implement and maintain appropriate technical, physical and organizational controls to secure the Services and to protect the security, confidentiality and integrity of Your Data.

5. Ancillary Services.

5.1 Free Services. Praos may make Services available to you specifying that the Services are provided free of charge, on a trial basis, and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of these Standard Terms, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Standard Terms, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) Praos may terminate the use of a Free Services at any time, unless otherwise specified in writing, and Praos will not be liable for such termination; and (iv) data, information, and content submitted to a Free Services may be permanently lost, and Praos will not be liable for such loss.

5.2 Professional Services. Praos may agree to provide you Professional Services as set forth in an Order, subject to these Standard Terms.

5.3 Additional Terms. Additional terms and conditions (the “Additional Terms”) may apply to specific products, services or features made available by Praos on or through the Services. The Additional Terms (as applicable) are hereby incorporated by this reference into these Standard Terms. In the event of a conflict between any Additional Terms and these Standard Terms, the Additional Terms shall prevail.

6. Fees; Payment; Renewals.

6.1 Fees and Payment. To the extent the Services or any portion thereof is made available for any fee, you will be required to select a payment plan in your Order and provide Praos information regarding your credit card or other accepted payment instrument. You represent and warrant to Praos that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Praos the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Standard Terms. You hereby authorize Praos to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you deactivate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must provide written notice to Praos within fourteen (14) days after the date that Praos charges you.

6.2 Price Changes. Praos reserves the right to change the cost of your subscription-based Services at any time upon thirty (30) days’ notice to you. If you disagree with the change in price for the subscription-based Services, then you may terminate such subscription-based Services by providing Praos written notice at any time prior to the change in price becoming effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. If your subscription is annual, then the price change will become effective upon renewal.

6.3 Recurring Subscriptions. Unless otherwise stated in an Order, all subscription-based Services automatically renew according to the subscription plan (e.g., monthly or annually). You authorize Praos to maintain your account information and charge that account automatically upon the renewal of the Services you choose with no further action required by you. In the event that Praos is unable to charge your account as authorized by you when you enrolled in the Services, Praos, may, in its sole discretion: (i) bill you for the Services and suspend your access to the Services until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

6.4 No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. You may cancel the Services at any time, but if you cancel your Services before the end of your Term, Praos will not refund any fees already paid to Praos for the cancelled Services. Following any cancellation, however, you will continue to have access to the Services through the end of the Term.

6.5 Invoices. Praos will charge you fees for the subscription-based Services in advance of providing such Services, as set forth in the applicable Order. Praos will charge you for Professional Service on a time and materials basis monthly in arrears unless otherwise set forth in the applicable Order. Payment is due within thirty (30) days of receipt of the applicable invoice. Praos may suspend Services or terminate these Standard Terms for non-payment by you as set forth in Section 7.2. You will pay a late fee equal to one-and-one-half percent (1.5%) per month or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by Praos for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees and court costs.

6.6 Taxes and Other Charges. All amounts payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify Praos from any liability thereon. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing Praos with legally sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify Praos and will pay Praos any additional amounts necessary to ensure that the net amount of payment that Praos receives, after any deduction and withholding, equals the amount of payment Praos would have received if no deduction or withholding had been required. In no event shall you be responsible for any state or federal income taxes imposed on Praos’s income.

7. Term & Termination; Suspension.

7.1 Term. You may terminate these Standard Terms at any time by providing at least thirty (30) days’ prior written notice of termination to Praos, provided however, that except as otherwise expressly stated in these Standard Terms, each Order will remain in effect for the duration of the term specified in the applicable Order for the Services, including any renewals.

7.2 Termination or Suspension by Praos. Praos may, at its option, terminate these Standard Terms for cause or suspend the Services if: (i) Praos reasonably believes that the Services are being used in violation of law or of these Standard Terms; (ii) your use of the Services interferes with the normal operations of the Services or other customer’s use of the same; (iii) there is an attack on the Services or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which Praos reasonably believes suspension of the Services is necessary to protect the Praos network or Praos's other customers; (iv) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of Praos's written notice; (v) you breach any obligation relating to Praos's (or its suppliers’) intellectual property rights; or (vi) you materially fail to comply with any other provision of these Standard Terms and do not remedy that failure within fifteen (15) days of Praos's notice to you describing the failure in reasonable detail. Praos will endeavor to give you advance notice of pending suspension or termination, unless Praos determines, in Praos's reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect Praos, its customers, or others.

7.3 Effect of Termination. Termination of these Standard Terms will not relieve a party from any accrued payment obligations. Praos will not be liable to you for any claims or damages of any kind arising out of termination of these Standard Terms or suspension of Services in accordance with this Section 7.

8. Confidentiality. Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Standard Terms. Recipient will not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. The obligations set forth in this Section 8 shall survive until three (3) years from the termination or expiration of these Standard Terms except with regard to trade secret information which shall be protected for the statutory period. Except as otherwise set forth in these Standard Terms each party shall use commercially reasonable efforts to return to destroy all Confidential Information in accordance with Section 8. Notwithstanding, Recipient will not be obligated to render unrecoverable Confidential Information of the Discloser that is contained in an archived computer system backup made in accordance with the Recipient’s legal and financial compliance obligations or security and disaster recovery procedure. Any such retained Confidential Information will remain subject to Section 8 (Confidentiality). Upon request, you agree to provide Praos with written certification by an authorized officer that all information from the Services has been removed and deleted from all of your hardware and storage devices.
9. Intellectual Property Rights.

9.1 The Services are owned by Praos (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, Praos retains all right, title and interest in and to the Praos Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the Praos Services. Nothing herein shall operate to transfer or convey to you any rights in any Praos Services and/or software hosted as part of the Services. You agree to promptly notify Praos if you become aware of, or suspect any unauthorized, access, use or misuse of the Praos Services. Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide Praos with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the Praos Services (“Feedback”), you acknowledge and agree that Praos will be the owner of all such Feedback and may use and incorporate the Feedback into the Praos Services without compensation or attribution to you. Further, you acknowledge and agree that Praos shall have the right to anonymize and aggregate Processed Data and use it for Praos’s own purposes including to analyze trends, perform market research, to improve the Praos Services, and to develop other products and technologies and that Praos will own all such anonymized Processed Data.

9.2 All trademarks on or related to the Praos Services are the sole and exclusive property of Praos and are protected by US and international trademark laws. Nothing in these Standard Terms shall give you any right, title, or interest in or to Praos’s trademarks, nor give you any right to use Praos’s trademarks for any purpose without the prior written approval of Praos. You agree that you will do nothing inconsistent with Praos’s ownership of its trademarks and will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any of Praos’s trademarks.

10. Representations and Warranties; Disclaimers; Reliance on Information.

10.1 Praos warrants that: (i) it has the necessary authority to enter into these Terms and Conditions, (ii) the Services and any Professional Services will substantially perform in accordance with applicable Documentation. You shall notify Praos of any non-compliance with the foregoing warranties within thirty (30) days after the event giving rise to the breach of warranty occurs. If Praos has not cured or corrected the failure within thirty (30) days following its receipt of such notice, then (a) with respect to the Services, you may terminate the applicable Order and Praos shall issue a refund of prepaid fees covering the terminated portion of the Services, and (b) with respect to any Professional Services, Praos shall, in its sole discretion, either (1) repair or re-perform such Professional Services (or the defective part) or (2) credit or refund the price of such non-performing Professional Services on a pro-rata basis. This Section 10.1 sets forth your exclusive rights and remedies and Praos’s sole liability in connection with this warranty for Praos Services.

10.2 EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRAOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. PRAOS DOES NOT REPRESENT THAT THE PRAOS SERVICES WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE PRAOS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PRAOS SERVICES WILL BE CORRECTED. PRAOS MAKES NO WARRANTY THAT (I) THE PRAOS SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTIONS, OR (II) THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS OR PERFORMANCE.

10.3 The Services may include publicly available content and other content provided by third parties, including materials provided by other users, and third-party licensors, syndicators, aggregators, and/or reporting services. Praos is not responsible, or liable to you or any third party, for the content or accuracy of any such content or results. Praos does not warrant the accuracy, completeness, or usefulness of information provided by the Services. Any reliance you place on such information is strictly at your own risk. Praos disclaims all liability and responsibility arising from any reliance placed on such results by you, or by anyone who may be informed of such results.

11. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRAOS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST DATA, RELATING TO THE PRAOS SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE PRAOS SERVICES OR SUPPORT THEREFOR, WHETHER OR NOT DUE TO PRAOS’S NEGLIGENCE. PRAOS’S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR RELATED TO THE PRAOS SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR ACCESS TO THE PRAOS SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
12. Indemnification.

12.1 By Praos. Praos will indemnify, defend and hold you harmless against any losses, damages, expenses or liabilities arising from claims that your use of the Praos Services infringes or misappropriates the intellectual property rights of a third party; provided that, Praos shall not be required to indemnify you to the extent that the claim was caused by your use of the Praos Services in violation of these Standard Terms or due to your unauthorized modifications or combinations of the Praos Services with and into other technologies or services without Praos’s written consent. If Praos is obligated to indemnify you under this Section 12 or if it reasonably believes it may have liability under this Section 12, Praos may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the Praos Services on a non-infringing basis; or (ii) modify the Praos Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, Praos may discontinue the provisioning of the Praos Services; provided that, it will issue you a pro rata refund or credit for the infringing Praos Services.

12.2 By You. You will indemnify, defend and hold Praos harmless against any losses, damages, expenses or liabilities arising from your or your Authorized User’s use of the Praos Services, including without limitation the violation of these Standard Terms, or any misappropriation or infringement of intellectual property rights or other claims arising from Your Data.

12.3 Process. A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 12; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party’s expense.

13. Third Party Products; Links.

13.1 Third Party Products. If you separately procure services, applications, or online content from a third party (“Third Party Products”) for use with the Services, any such use is subject to the end-user license or use agreement that you accept from or establishes with the third party. Third Party Products are not Services and, as between the parties, Praos has no liability with respect to your procurement or use of Third Party Products.

13.2 Links. If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Praos has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to these Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

14. Export Regulation. You agree to abide by and to conform to any and all export regulations in force during these Standard Terms that are applicable to you or the Services provided, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Services. The Services and the underlying information and technology may not be accessed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.
    
15. Modifications. Praos reserves the right to change or modify the terms of these Standard Terms upon written notice to you. All such changes shall be effective immediately; provided, however, for existing customers, such modified Standard Terms, unless otherwise stated, shall be effective upon the earlier of (i) renewal of the subscription term for any subscription-based Services or (ii) thirty (30) days after posting with respect to all other Services. If any changes to these Standard Terms are unacceptable to You, You may terminate your Order by providing ten (10) days’ written notice of termination to Praos, delivered at any time within thirty (30) days of the effective date of the change. Continued use of the Services following the effective date of any changes constitutes your acceptance of the changes but does not affect the foregoing right of termination. For purpose of this Section 15, the posting of an updated copy of these Standard Terms to the Services shall constitute written notice of the change(s) to these Standard Terms.
    
16. Miscellaneous.

16.1 Notices. Except as otherwise provided herein, notices under these Standard Terms by you to Praos will be deemed to be sufficiently given, effective on the date received, when delivered personally or by overnight express, or nationally recognized courier services, or three (3) business days after mailing when sent by certified or registered mail, postage prepaid to 6161 Oaktree Boulevard, Suite 130, Independence, Ohio 44131, or such other updated address provided to you from time to time. You consent to receive from Praos all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically. Praos may provide such notices by posting them on the Services or at the email address you provided to Praos. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.

16.2 The Order together with these Standard Terms and any other terms and conditions incorporated into these Standard Terms by reference constitutes the complete agreement between Praos and you regarding the Praos Services and supersedes all previous communications between the parties relating to the subject matter herein.

16.3 You may not assign these Standard Terms or the rights granted hereunder without Praos’s prior written consent. Praos’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.

16.4 These Standard Terms shall be governed by the laws of the State of Ohio without reference to its conflicts of law principles or your state or country of residence. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Cuyahoga County, State of Ohio, United States of America, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree you may only bring claims against Praos related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Standard Terms. You agree that any claim arising out of or related to these Standard Terms must be brought within one (1) year after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Standard Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

16.5 Each party acknowledges that a breach by a party of Section 8 (Confidentiality) or Section 9 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Standard Terms to the contrary.

16.6 Portions of the Services may utilize or include third party software, open-source software, and other copyrighted material. Information for such third party or open-source software will be available via a link accessible within the Services. Use of such third party or open-source software is governed exclusively by their respective terms and not by these Standard Terms.

16.7 Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by causes beyond its reasonable control.

16.8 If any part of these Standard Terms is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Standard Terms will remain in full force and effect. The waiver by a party of any breach of any provision of these Standard Terms will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors. Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. The captions used in these Standard Terms are for convenience only and are not binding.