TERMS AND CONDITIONS

Placez by Horizon Terms of Service

Last Updated: February, 2020

These Terms of Service (“Terms”) govern your access to and use of Placez by Horizon made available to you by Horizon Business Services, Inc. (“Horizon,” “we,” “us,” or “our”) at a web address designated by Horizon. Placez by Horizon, along with the website, contents, and all underlying technology are together referred to below as the “Services”.

BY CLICKING “ACCEPT” TO THESE TERMS, OR BY ACCESSING OR USING THE SERVICES IN ANY CAPACITY, YOU AGREE ON BEHALF OF YOURSELF AND ANY COMPANY THAT YOU REPRESENT (TOGETHER, “YOU”) TO BE BOUND BY THESE TERMS INCLUDING ANY POLICIES OR OTHER TERMS REFERENCED OR INCORPORATED BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. ALL CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING TO THE SERVICES. MATERIAL CHANGES WILL BE CONSPICUOUSLY POSTED ON THE SERVICES OR OTHERWISE COMMUNICATED TO YOU, IN ACCORDANCE WITH ANY APPLICABLE LAWS.

ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE THAT, EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION PROVISION BELOW AND EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW, ALL DISPUTES BETWEEN YOU AND HORIZON WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Limited License to Use; Subscriptions.

a. Subject to your compliance with these Terms, including receipt of all data and information from you that are reasonably required for Horizon to provide the Services, Horizon grants you a limited, revocable, non-exclusive, non- sublicensable, non-transferable and non-assignable license to access and use the Services solely for your own internal business purposes.

b. A subscription must have been purchased to access and use the Services. Unless otherwise agreed to by Horizon, each subscription is for a term of one (1) year, which automatically renews for successive one (1) year terms unless either party notifies the other of its intention not to renew at least forty-five (45) days before the end of the applicable term. These Terms will continue in full force and effect unless and until terminated as described herein. Any fees paid are non- refundable.

2. Privacy. We will collect certain information about your use of the Services as described in our Privacy Policy, which is incorporated into these Terms by this reference and describes our information collection, use, and sharing practices.

3. Intellectual Property Rights. The Services, including their text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, is exclusively the property of Horizon or, as applicable, its suppliers and licensors, and is protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Horizon or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The Services may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. Except as expressly described in these Terms, no licenses or other rights, express or implied, are granted by Horizon to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Horizon.

Copyright © 2019 Horizon Business Services, Inc. All rights reserved.

4. Compliance with Laws. You are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions with respect to your use of the Services.

5. Creating an Account.

a. In order to use the Services, you will need to create an account (“Account”) and establish a username and password. You are responsible for maintaining the confidentiality of any information you use in connection with the Services, including your username and password. You are responsible for all activity on your Account. If you believe someone else has accessed your Account, please change your password and notify us immediately at help@getplacez.com. Please log out of your Account at the end of each session. You warrant that all information you provide to us in connection with your access to and use of the Services is true, accurate, and complete to the best of your knowledge and belief. It’s important that you provide us with accurate, complete, and up-to- date information for your Account, and you agree to update such information to keep it accurate, complete, and up-to-date.

b. Your Account is personal to you. You may not share your Account information with, or allow access to your Account by, any third party. You are solely

responsible for all activity that occurs under your access credentials, whether or not a third party accesses your Account.

c. Horizon may, for any reason and in its sole discretion, suspend, deactivate, or terminate your Account and your use of the Services, without notice or liability, if you breach these Terms, upon any unauthorized use of your username or password, if you act in an abusive manner, if you act in a manner inconsistent with any applicable laws or regulations, or if it becomes no longer commercially viable to provide the Services to you. Upon any termination of your access to the Services or these Terms you must immediately stop accessing and using the Services.

6. Changes to the Services. Horizon may make modifications and updates to the Services or any component of the same at any time, including modifying the features and functionality of the Services or the website through which the Services are accessed.

7. Restrictions on Your Use of the Services.

a. You may download and print one copy of the Services’ visible content for your own internal use, provided you do not modify or delete any copyright, trademark, or other proprietary notices.

b. You will not otherwise copy, reproduce, display, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Services or any part of the Services without the prior written consent of Horizon.

c. You will not use the Services for unlawful purposes.

d. You will not use the Services if you are under eighteen (18) years of age.

e. You will not submit inaccurate, incomplete, or out-of-date information via the Services, commit fraud or falsify information in connection with your use of the Services, or act maliciously against the business interests or reputation of Horizon.

f. You will not use the Services as part of any effort to compete with Horizon or to provide services as a service bureau.

g. You will not access, use, or analyze the Services for any purpose that is to Horizon’s detriment or commercial disadvantage.

h. You will not impersonate or attempt to impersonate another person.

i. You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Services for purposes of creating or compiling that content.

j. You will not access, use, or copy any portion of the Services, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.

k. You will not use the Services to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Services or any computers, hardware, software, system, data, or networks.

l. You will not engage in activities that aim to render the Services or associated services inoperable or to make their use more difficult.

8. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read the following paragraphs carefully because they require you to arbitrate disputes with us and limit the manner in which you can seek relief from us.

a. Applicability. Any dispute, claim, or controversy arising out of or relating to the Services or these Terms, including the breach, termination, enforcement, interpretation, or validity of these Terms (together, “Disputes”) will be resolved by binding arbitration on an individual basis as described in these Terms (this “Arbitration Agreement”). But, in the event of any actual, alleged, or threatened violation of confidentiality or violation of Horizon’s intellectual property or other proprietary rights, Horizon may immediately resort to court proceedings in a court of competent jurisdiction in order to seek immediate injunctive relief without posting bond, proving damages, or meeting any similar requirement. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of either party to submit any claim seeking relief other than injunctive relief to arbitration. This Arbitration Agreement applies to you; the Horizon Parties; their respective predecessors in interest, successors in interest, and assigns; and authorized and unauthorized users or beneficiaries of the Services.

b. Arbitrator. Arbitration proceedings will be administered by JAMS (“JAMS”) before an arbitrator selected pursuant to the JAMS rules. The decision of the arbitrator will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The parties will share equally in the costs assessed for the arbitration and each party will bear its own attorneys’

fees and costs. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. The parties understand that they would have had a right or opportunity to litigate Disputes through a court, to have a judge or jury decide their case, and to participate in a class action or other proceeding involving multiple claimants, but they have instead chosen to have all Disputes decided through individual arbitration,

c. Place; Federal Arbitration Act. The place of arbitration will be Collier County, Florida, unless otherwise agreed to in writing by all parties to the arbitration. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.

d. Confidentiality. Any and all actions taken under this Arbitration Agreement, including all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party.

e. Time Limitation on Claims. Arbitration proceedings must be initiated within one year after any Dispute arises; otherwise, the Dispute is permanently barred.

9. NO WARRANTY. THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. YOU UNDERSTAND AND AGREE THAT ALL INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND PROVIDED WITHOUT ANY WARRANTY OF ANY KIND. HORIZON MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL MATERIAL, DATA, AND OTHER INFORMATION IN THE SERVICES IS ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY CAN BE GUARANTEED. HORIZON DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SERVICES. HORIZON DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. HORIZON IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS IN THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HORIZON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ALL INFORMATION AND RECOMMENDATIONS, AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.

WE MAKE NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS OR USE THE SERVICES FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND ANY OTHER DAMAGE THAT MAY BE INCURRED.

NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM HORIZON OR IN ANY MANNER FROM THE SERVICES CREATES ANY WARRANTY.

10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HORIZON, ITS DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS (TOGETHER, “HORIZON PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION INTO THE SERVICES), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A HORIZON PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE HORIZON PARTIES’ LIABILITY TO YOU EXCEED $100, EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE HORIZON PARTIES FROM AND AGAINST ALL LOSSES, CLAIMS, LIABILITIES, DEMANDS, COMPLAINTS, ACTIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, EXPENSES, AND COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT ARISE OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SERVICES, YOUR MISUSE OF THE SERVICES, YOUR RELIANCE ON ANY RECOMMENDATIONS PROVIDED BY THE SERVICES, YOUR SUBMISSION OF INFORMATION (INCLUDING PERSONAL INFORMATION) USING THE SERVICES, YOUR VIOLATION OF OR NONCOMPLIANCE WITH APPLICABLE LAWS OR

REGULATIONS, OR YOUR BREACH OF THESE TERMS. WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

12. Force Majeure. Horizon will not be liable to you for any delay or other failure to perform under these Terms that is due to causes beyond Horizon’s control, including acts of God, acts of a public enemy, terrorism, civil disorders, acts of the United States of America, any other country, or any state, territory or political division thereof, fires, floods, earthquakes, blizzards, and other extraordinary elements of nature.

13. Feedback. Horizon welcomes comments regarding the Services. If you submit comments or feedback to us regarding the Services, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.

14. Governing Law. These Terms are governed by the laws of the state of Florida, without regards for its conflict of law principles. Venue is exclusively in the state or federal courts, as applicable, located in Collier County, Florida, with respect to any dispute arising under these Terms unless otherwise determined by Horizon in its sole discretion. The parties expressly agree to the exclusive jurisdiction of those courts.

15. Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign these Terms without our prior written consent.

16. Third-Party Beneficiaries. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Horizon.

17. Interpretation. These Terms, including our Privacy Policy, are the entire agreement between you and Horizon with respect to your access to and use of the Services. Horizon’s failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Horizon. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms. These Terms inure to the benefit of Horizon’s successors and assigns.

18. Survival. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Services.

19. Notices. All notices, consents, and other communications permitted or required to be given under these Terms must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email. Please print or otherwise save a copy of these Terms and all documentation, agreements, notices, and other communications for your reference.

20. Contact Us. Please direct any questions or concerns regarding these Terms to us by email at help@getplacez.com or by telephone or mail using the contact information below.

Horizon Business Services, Inc. 801 Orchid Drive
Naples, FL 34102
304.646..05