Last Updated: December 9, 2014

OnePlace LLC Terms of Service

This ONEPLACE SERVICE AGREEMENT (the “Agreement”) shall set forth the terms and conditions pursuant to which OnePlace LLC (“OnePlace”) has agreed to make OnePlace’s service, a collaborative, web-based work management and organizational solution (the One Place service shall be referred to as the “Service”), available to you (the “User”). BY CLICKING ON THE “I ACCEPT” BUTTON YOU HAVE AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SERVICE.

1. Scope.

OnePlace will provide to User access to and use of the Service.

2. Order Form.

To activate your access and use of the Service you must complete and submit OnePlace’s online Service order form (the “Order Form”). The Order Form shall state the term upon which you have agreed to purchase the Service, the price or charge you have agreed to pay for the Service and all other relevant terms and conditions.

3. Term; Termination; Survival of Provisions

3.1 The term for the Service shall commence on the date that User’s access to the Service is activated by OnePlace and continue for thirty (30) days, unless sooner terminated as provided in this Agreement. After the initial term, or any renewal thereof, this Agreement shall automatically renew for successive thirty (30) day terms (the initial term in the Order Form and any subsequent renewal term shall hereinafter be referred to as the "Term"). User may terminate this Agreement or the Service for convenience by providing OnePlace notice, which shall be effective upon OnePlace’s receipt. OnePlace may terminate this Agreement or the Service for convenience on thirty (30) days prior notice. In the event that this Agreement or Service is so terminated for convenience by OnePlace, OnePlace shall refund to the User a pro-rata portion of the Service Fee (as defined below) for the Service so terminated.

3.2. This Agreement may be terminated by a party immediately and without notice if the other party: (a) defaults in the performance of any of its material obligations under this Agreement and does not cure the default within fifteen (15) days after receipt of notice in writing from the non-defaulting party; (b) commences insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of its debts, which are not dismissed or otherwise resolved in its favor within sixty (60) days thereafter; (c) makes a general assignment for the benefit of creditors; or (d) dissolves or ceases to conduct business in the ordinary course.

3.3. The following sections of this Agreement shall continue in full and force and effect upon termination of this Agreement or expiration of the Term: 5.4, 7, 8, 9 and 11. If this Agreement is terminated by OnePlace pursuant to the first sentence of Section 3.2 above, OnePlace shall have the right to immediately stop the provisions of the Service. Upon termination of this Agreement, each party shall deliver to the other party all of such other party’s Confidential Information (as such term in Section 8.2 below).

4. Licenses

4.1. Subject to the provisions of this Agreement, OnePlace grants to User, and User accepts, a non-exclusive, non-transferable, limited license to use the Service during the Term. Any such use of the Service shall be solely in a manner consistent with the terms of, and solely in connection with the performance of, this Agreement. Except for the license granted in this Section 4.1, User acknowledges that it acquires no other rights to the Service and that all right, title and interest in and to the Service shall remain with OnePlace and its licensors. The names ONE PLACE, and all related logos, are trademarks of OnePlace, and no right or license is granted to use them. User shall not decompile copy, disassemble, modify, decrypt, translate, extract or otherwise reverse engineer the Service.

4.2. Without conveying any other proprietary right, title or interest in and to User’s copyrights, patents, trade secrets, trademarks, service marks, logos, graphics and other intellectual property rights (collectively the “User Intellectual Property”), User hereby grants OnePlace a royalty-free, worldwide license, effective throughout the Term, to use, display and publish, solely for the purposes of providing the Service pursuant to the terms of this Agreement, User Intellectual Property. Except for the rights expressly provided in this Section 4.2, nothing contained in this Agreement will give OnePlace any right, title, or interest in or to User Intellectual Property.

4.3. Client shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service; (b) modify or make derivative works based upon the Service; (c) create Internet "links" to the Service or "frame" or "mirror" the Service on any other server or wireless or Internet-based device; (d) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (e) attempt to gain unauthorized access to the Service or its related systems or networks.

5. Use of Service and Customer Data

5.1. User shall access the Service via electronic communication devices (TCP/IP or any electronic communication device that OnePlace supports in future); the availability and reliability of such communication devices shall be User’s sole responsibility. In providing the Service, OnePlace shall make a commercially reasonable effort to use firewall and security measures. User shall, at its own cost, take all measures to support and obtain any necessary equipment (including computer hardware and software), connectivity, and authorizations to enable User to connect to the Service.

5.2. OnePlace does not own any data, information, or material that User submits to OnePlace in the course of using the Service (the "Customer Data"). User, not OnePlace, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and OnePlace shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this agreement is terminated (other than by reason of User breach) or upon expiration of the term, OnePlace will make available to User a file of the Customer Data within thirty (30) days of termination or expiration if User so requests such customer data within ten days of such termination or expiration. OnePlace reserves the right to withhold, remove, and/or discard Customer Data without notice for any breach, including, without limitation, User non-payment. Upon termination for breach, User’s access or use to the Customer Data immediately ceases, and OnePlace shall have no obligation to maintain or forward any Customer Data. User grants OnePlace during the Term the royalty-free, worldwide, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, perform and display the Customer Data and/or to incorporate it in other works in any form, media, or technology now known or later developed solely for the purpose of providing the Service.

5.3. User represents and warrants to OnePlace that Customer Data: (a) is original to User or that User has secured the rights to provide and use such Customer Data; (b) does not contain any content that is unlawful, threatening, harassing, profane, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions, or accounts of sexual acts, invasive of another’s privacy or publicity, or hateful; or (c) does not contain a virus or other harmful component.

5.4. User acknowledges that OnePlace may compile certain general information related to the use of the Service. Notwithstanding the restrictions set forth in Section 5.2 above, User agrees that OnePlace is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that User‘s information shall not include personally identifiable information about those that use the Service or be attributable to User.

6. Payment and Billing.

User agrees to pre-pay OnePlace by credit card for the Service pursuant to the rates set forth in the Order Form (the fee or charge for the Service (plus all applicable taxes) shall be referred to as the “Service Fee”). At the end of each Term, OnePlace shall charge User’s credit card on file for the Service Fee for the next Term until this Agreement or the Service is terminated, as set forth in Section 3 above. The Service Fee may be changed by OnePlace on thirty (30) days written notice. The new Service Fee shall be effective for the next Term after the effective date of the notice.

7. Confidentiality

7.1. During the Term and for three (3) years thereafter, neither party to this Agreement, shall disclose Confidential Information (as such term is hereinafter defined) of the other party to any unaffiliated third party, or make use of such Confidential Information itself or for or on behalf of others, without the prior written consent of the other party. Notwithstanding the foregoing, if required by law, a party may make a disclosure of the other party’s Confidential Information necessary to comply with law or subpoena and shall promptly supply the other party with a copy of the applicable order or process, so as to provide such party with a reasonable time and opportunity to intervene and object to the disclosure; in such event, the party being asked to disclose the Confidential Information shall reasonably cooperate, at the owner of the Confidential Information’s sole expense, with any attempt by to obtain a protective order or agreement or to prevent disclosure in any lawful manner.

7.2. "Confidential Information" shall mean non-public, proprietary information or know-how, and any information relating to the Service or trade secrets regarding either party's existing business. Such information shall include, but not be limited to software, including, the source code, and object code of such programs and related documents, product features, technical information regarding products and product development, pricing and sales data and certain information concerning financial affairs. Notwithstanding the foregoing, "Confidential Information" shall not include (a) information that is or becomes available to a party on a non-confidential basis from a non-confidential source by the act of one who the receiving party reasonably believes has the right to disclose such information, or was learned from a third party not under a duty of confidentiality, (b) information that is or becomes generally available to the public through no fault, act or omission of the receiving party, (c) information that is being developed or has been developed by, or on behalf of, the receiving party independently of the such party's receipt of any Confidential Information, or (d) information which is within the general experience, skills, and knowledge in the unaided memory of the receiving party's employees. The Service and Customer Data shall be deemed Confidential Information. All other Confidential Information shall be marked “confidential,” “proprietary” or in some similar fashion to indicate its special status. Oral disclosures of Confidential Information shall be reduced to writing and provided to the party receiving such oral disclosure within thirty (30) days of the oral disclosure.

7.3. Notwithstanding the provisions of this Section 7 (or this Agreement), OnePlace shall have the right during the Term to: (a) list and name User as a customer of the Service (including the limited right to use User’s corporate logo, subject to User’s written guidelines on such use); and (b) issue a press release regarding this agreement subject to User’s prior written approval, which shall not be unreasonably withheld.

8. Limitation of Liability.

EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 7 (CONFIDENTIALITY) AND SECTION 10 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR DATA, OR THE INABILITY TO UTILIZE THE SERVICE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM USER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Indemnification

9.1. User shall indemnify and hold OnePlace, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) a claim alleging that use of the Customer Data or Client Intellectual Property infringes the rights of, or has caused harm to, a third party; (b) a claim, which if true, would constitute a violation by User of the representations and warranties set forth in Section 10.2 below; or (c) User’s breach of Sections 4, 6, or 7 above; provided that OnePlace (i) gives User prompt written notice of the claim; (ii) gives User control of the defense and settlement of the claim (provided that User may not settle or defend any claim unless User unconditionally releases OnePlace of all liability and such settlement does not affect OnePlace); and (iii) provides User all available information and assistance; and (iii) has not compromised or settled such claim.

9.2. OnePlace shall indemnify and hold User and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (b) a claim, which if true, would constitute a violation by OnePlace of its representations or warranties set forth in Section 10.1 below; or (c) a claim arising from breach of section 7 of this Agreement by OnePlace, provided that User (i) promptly give written notice of the claim to OnePlace; (ii) gives OnePlace sole control of the defense and settlement of the claim (provided that OnePlace may not settle or defend any claim unless it unconditionally releases User of all liability); (iii) provide to OnePlace all available information and assistance; and (iv) has not compromised or settled such claim.

10. Representations and Warranties

10.1. OnePlace represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which OnePlace is a party or is otherwise bound;, (c) its performance under this Agreement shall comply with all applicable laws, rules and regulations; and (d) it is the owner or authorized licensee of the Service.

10.2. User represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which User is a party or is otherwise bound; (c) its performance under this Agreement shall comply with all applicable laws, rules and regulations; or (d) it has all permissions for all data, trademarks, names, copyrights or other Intellectual Property Rights used by OnePlace on behalf of User under this Agreement.

10.3. OnePlace warrants to User that the Service shall operate in substantial accordance with the functional descriptions of the Service found in this Agreement. OnePlace’s sole obligation in the event of OnePlace’s breach of the warranty set forth in this Section 10.3 shall be OnePlace’s agreement to provide reasonable commercial efforts to make the Service so conform. If OnePlace fails to make the Service so conform to the functional descriptions found in this Agreement, OnePlace’s sole obligation, and User’s sole remedy, shall be OnePlace’s refund of the Service Fee for the most recent Term.

10.4. OTHER THAN AS SET FORTH IN THIS SECTION 10, ONEPLACE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ONEPLACE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICE WILL MEET ALL OF USER’S BUSINESS REQUIREMENTS; OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

11. Other Provisions

11.1. In the event that either party is unable to perform any of its obligations under this Agreement or enjoy any of its benefits because of any cause reasonably beyond its control, including, without limitation, acts of God, political uncertainties, war, insurrection, third party labor disputes and strikes, acts or orders of government authorities, electrical or power outages or interruptions, fire, flood or explosion (each a “Force Majeure event”) the party that has been so affected shall immediately give notice to the other party and shall take all measures to resume performance. If the period of non- performance exceeds thirty (30) days from the receipt of notice of Force Majeure event, the party whose ability to perform has not been affected may give written notice to the other party, terminating this Agreement immediately.

11.2. This Agreement and the Order Form is personal to User and User may not assign its rights, duties, or obligations under this Agreement or any Addendum to any person or entity without the prior written permission of OnePlace. However, OnePlace may assign this Agreement in whole or in part, without the other party’s consent in the case of a merger, acquisition, divestiture, consolidation, or corporate reorganization (whether or not OnePlace is the surviving entity).

11.3. This Agreement, along with each Order Form (each of which is hereby incorporated by reference), constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter. OnePlace may amend the terms and conditions of this Agreement, including the Service Fee, by providing the User notice of such amendment. In addition, this Agreement may be amended by written agreement of the parties.

11.4. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of OnePlace to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by OnePlace in writing.

11.5. Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties or to authorize either party to act as the agent for the other party or to permit a party to undertake or bind the other party to any contract or undertaking.

11.6. This Agreement shall be governed by the laws of the State of Minnesota, excluding its choice of law rules and the United Nations Convention on Contracts for the Sale of Goods. The exclusive venue for all disputes under this Agreement shall be the state courts in Hennepin County, Minnesota or the Federal Courts of Minnesota. The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been shall be written in the English language only.

11.7. User may give notice to OnePlace (such notice shall be deemed given when received by OnePlace) by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to OnePlace at the following address: OnePlace, 8475 Old Hwy 169 Blvd, Jordan, Minnesota 55352 attention: Chief Executive Officer. OnePlace shall provide notice to the User in one of following ways: (a) it will be posted at the OnePlace Website; (b) sent to the User by email at the email address set forth in the User’s Service registration records; or (c) it will be posted the next time you log in to the Service. Any such notice shall be effective upon the date of said notice.

11.8. The Service uses technology that may be subject to United States export controls and the export control regulations of Switzerland and the European Union. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. OnePlace and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.