TERMS OF SERVICE

This Terms of Service (this “Agreement”) is between EHS1, Inc. (“Alma Matters” or “We”) and the person or entity accessing the website(s) to which this Agreement applies via click-thru acceptance (“You”).

Please review the following terms and conditions carefully. This Agreement is a legally binding contract pertaining to your access and use of Alma Matters’ products, information, articles, content, media, printed materials and online or other electronic documentation accessible from the websites operated by Alma Matters or any sub-domains thereof (collectively, the “Sites“) and all data, applications, content and services provided by Alma Matters through the Sites (collectively, along with the Sites, the “Services”). Before accessing and using the Services, please carefully read this Agreement.

Your access to and use of the Services constitutes your acceptance of this Agreement. Alma Matters reserves the right to change this Agreement at its sole discretion and at any time by reasonable notice, including without limitation by posting revised terms on the Sites (which shall constitute reasonable notice), and such amended terms shall be binding upon you. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. You agree to review the Sites and this Agreement periodically to ensure that you are aware of any modifications. We do not make changes that have a retroactive effect, unless we are legally required to do so. Any amended Agreement will supersede all previous versions of the Agreement.

By accessing the Services you agree to conduct all transactions by electronic means, and Alma Matters and you hereby agree that electronic signatures shall have the same force and effect as an original signatures with respect to this Agreement and all written agreements entered into between you and Alma Matters on the Sites.

1. Privacy & Security.
1.1. You agree to use the Services in compliance with all laws applicable to you and such use and represent and warrant that such use shall not (i) violate applicable law or (ii) infringe on the rights of any third party. You must keep your account and billing information current and accurate at all times. You must keep accounts and credentials used in accessing the Services secure, and may not share them amongst multiple users. You must promptly notify Alma Matters of any suspected compromise of your account information or account credentials. You are responsible for any use of the Services through your associated accounts, regardless of whether such acts were authorized by you. You have no right, title or interest (and no copyright, trademark or other intellectual property right) in or to the Services or any materials contained in the Sites, and you may not use the Alma Matters name or logo, or other identifying indicia, without Alma Matters’ prior written consent.

1.2. You agree that Alma Matters may freely distribute any information you provide using the Services, including as necessary to deliver the Services, to other users of the Services, to comply with our legal obligations, in the case of a merger or acquisition, and with our technology vendors and affiliates in furtherance of delivering the Services. In addition to any information you provide to us directly, we may gather information from your internet browser and device, including IP address, operating system, device make and model, geographic location, and interaction with the Services.

2. Acceptable Use Policy. You are prohibited from using the Services: (i) for any unlawful purpose, or for soliciting others to perform or participate in any unlawful acts; (ii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iii) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (iv) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (v) to submit false or misleading information; (vi) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any related website, other websites, or the Internet; (vii) to collect or track the personal information of others; (viii) to spam, phish, pharm, pretext, spider, crawl, or scrape; (ix) for any obscene or immoral purpose; or (x) to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Services for violating any of the prohibited uses. You further agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services (including any content contained therein) without express written permission by us. We maintain a policy of terminating any user whose content infringes on the rights of any third party.

3. Fees. Any fees shall be stated on the Sites and payment shall be due as specified, generally via immediate charge. If you have arranged for payment by credit card or ACH, we may charge your card or account on or after the invoice date. If your undisputed payment is late we may immediately suspend your access to the Sites.

4. Intellectual Property.
4.1. Each party shall retain exclusive ownership of all patents, copyrights, trademarks, trade secrets, and any other proprietary intellectual property rights (“Intellectual Property”) created, authored, or invented by it prior to the acceptance of the Agreement. If you provide Alma Matters with your pre-existing Intellectual Property (“User IP”), then you hereby grant to Alma Matters a perpetual, worldwide, non-transferable, royalty-free, irrevocable right and license (with free right of sub-license) to use, distribute, modify, perform, and make derivatives of the User IP. You represent and warrant that you have all rights in the User IP necessary to grant this license, and that Alma Matter’s use of such User IP shall not infringe on the Intellectual Property rights of any third party.

4.2. Excluding any User IP, we shall own all Intellectual Property created as part of providing the Services, including any Intellectual Property you post, submit, or transmit to or by use of the Services.

5. Disclaimers. THE Services (INCLUDING WITHOUT LIMITATION ALL SERVICES AND MATERIALS (INCLUDING REPORTS GENERATED BY THE USE OF THE SERVICES) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Sites for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, MALWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITES LINKED THERETO. Further, we do not warrant, guarantee, or make any representations regarding the use of, or the results of the use of the Services either in terms of its compatibility with hardware or other software, its reliability, accuracy, or otherwise; and you rely on the Services solely at your own risk.

6. Limitation of Liability. In no event and under no circumstances shall Alma Matters or its service providers or any contributors of information to the Services or our sponsors, licensors, clients or authorized representatives, or the employees, agents, officers or directors of any of the foregoing be liable to you or any third party for any direct, indirect, special, incidental, punitive or consequential damages (including without limitation any loss of profits, lost savings, or loss of data) arising out of your (or any authorized user’s) or any unrelated party’s use or inability to use the Services, or your or any unrelated party’s reliance or use of information, products or services provided on or through the Services, or that result from mistakes, omissions, interruptions, deletions of files or other data loss, errors, defects, delays in operation, service or transmission or any failure of performance of the Services, even if we, or any of our authorized representatives, have been advised of the possibility of such damage and even if the remedies stated in this Agreement fail of their essential purpose. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALMA MATTERS, IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, UNDER ANY THEORY OF LAW, EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

7. Indemnification. If we, our affiliates, or any of our or their agents, employees, officers, directors, or subcontractors (the “Indemnitees”) are faced with a legal claim by a third party arising out of: (i) your actual or alleged gross negligence, willful misconduct, fraudulent misrepresentation, or breach of your obligations under this Agreement, or (ii) a claim that any content you have provided via the Services infringes on the Intellectual Property rights of any third party, then you will pay the cost of defending the claim (including reasonable legal fees) and any damages, awards, fines, or other penalties that are imposed on the Indemnitees as a result of the claim. We will choose legal counsel to defend the claim provided that the choice is reasonable and communicated to you. You must comply with our reasonable requests for assistance and cooperation in defense of the claim. We may not settle the claim without your consent, which may not be unreasonably withheld, delayed, or conditioned. You must pay costs and expenses due under this Section as we incur them.

8. Term & Termination. This Agreement is effective from the date that you first access the Sites and continues in effect until terminated in accordance with this Agreement.

Alma Matters may terminate your access to the Sites or the Services at any time for any reason. Cause for such termination shall include, but not be limited to: (i) breaches or violations of this Agreement; (ii) requests by law enforcement or other government agencies; (iii) a request by you (self-initiated account deletions); (iv) discontinuance or material modification to the Services (or any part thereof); (v) unexpected technical or security issues or problems; (vi) extended periods of inactivity; (vii) fraudulent or illegal activities performed by or on behalf of you in connection with the Services; (viii) discontinuance of the Services as a whole; (ix) a statement by you that you no longer agree to this Agreement, or a statement by you otherwise requesting termination of your access to the Services; and/or (x) any other reason considered by Alma Matters to be in the best interest of its business.

9. Governing Law & Venue. The Agreement is governed by the laws of the State of Texas, USA, exclusive of any choice of law principle that would require the application of the law of a different jurisdiction. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of the Agreement shall be in the state or federal courts in Travis County, Texas, and we each agree not to bring any action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against Alma Matters or any of its employees or Affiliates. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued.

10. Miscellaneous.
10.1. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, then that provision shall be fully severable from this Agreement and shall not affect the legality, validity, or enforceability of the remaining provisions of this Agreement. Failure by us to enforce any particular term of this Agreement shall not be construed as a waiver of any of our rights hereunder. You agree that, if the terms of this Agreement are not specifically enforced, we will be irreparably damaged, and therefore you agree that we shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect any breach(es), in addition to any other available remedies. This Agreement constitutes the entire agreement between you and Alma Matters with respect to the terms of use for Sites and the Services.

10.2. Neither party will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond its control, such as significant failure of a part of the power grid, failure of the Internet, natural disaster or weather event, war, riot, insurrection, epidemic, strikes or labor action, terrorism, or other events beyond such party’s reasonable control.

10.3. Notice. Any notice required to be given by this Agreement, and any questions about this Agreement, the Sites, or Your information must be sent to Alma Matters at Robert@OurAlmaMatters.com via email and to: Alma Matters, 1101 W. 34th Street – Suite 645, Austin, TX 78705, ATTN: Robert J. Knorr via post.

10.4. This Agreement was last updated March 19, 2020.