Customer Terms of Service

Last Updated: April 17, 2024

Thank you for using the website and services offered by Montra Technologies, Inc. (together with its subsidiaries and other affiliates, “Montra”, “we”, “us”, “our”), which provide certain information technology software and services, including but not limited to, information management, device management, and other services that may be added to Montra’s website and service offerings from time to time (Montra’s website, services, and any related software, mobile applications and other applications, are referred to collectively, herein as the “Montra Services”). The specific Montra Services you order will be set forth in ordering documents (including any online form) issued by Montra specifying the Montra Services to be provided hereunder (“Order Forms”). To be eligible to register for a Montra account and use any Montra Services, you must review and accept the terms of this Agreement by executing the applicable Order Form provided by us and/or checking on the “I Agree” button or other mechanism provided. Your authorization to access and use any Montra Services is conditioned on your acceptance of and compliance with the terms of this Agreement.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING ANY OF THE MONTRA SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH MONTRA AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE MONTRA DATA PROCESSING ADDENDUM AND MONTRA PRIVACY POLICY, WHICH ARE PART OF THIS AGREEMENT.

Your account registration constitutes an acknowledgement that you can electronically receive, download, and print this Agreement, and that you consent to do business electronically.

This Agreement applies to all Customers of the Montra Services, including, as applicable, administrators or employees authorized to act on behalf of an entity or other organization with respect to the Montra Services (collectively, “Customers”). If you are registering for a Montra account or using the Montra Services on behalf of an entity or other organization, references to “you” are to such entity or organization and you are agreeing to this Agreement for that entity or organization and representing to Montra that you have the authority to bind that entity or organization to this Agreement (the term “Customer” will also refer to that entity or organization).

THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, AMONG OTHER THINGS, THAT DISPUTES RELATING TO THIS AGREEMENT, YOUR ACCOUNT OR THE MONTRA SERVICES MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY.

1. Montra Services

1.1 Provision of Montra Services; Core Services

(a) Provision of Montra Services. Montra makes the Montra Services available pursuant to this Agreement, and any applicable Order Form, the Montra Privacy Policy, the Montra Data Processing Addendum and/or any supplemental policies or terms referenced herein or which Montra may present you for review and acceptance at the time you subscribe to the applicable Montra Service (collectively, “Supplemental Terms“), all of which are hereby incorporated into and form a part of this Agreement. In the event of conflict between the provisions of this Agreement and any Supplemental Terms, the Supplemental Terms will control, and in the event of conflict between the provisions of the Montra Privacy Policy and the Montra Data Processing Addendum, the Montra Data Processing Addendum will control.

(b) Core Services. Montra may make certain Core Services available through its platform, including (i) employee onboarding and offboarding services, (ii) sample documents and policies (“Templates”), (iii) a platform that third-parties may use to develop and provide applications, services, websites or software that complement your use of the Montra Services (each, a “Third-Party Product”), and (iii) other workplace features, as may be developed by Montra from time to time, such as an employee directory and paid-time off tracking (“Core Services”). You acknowledge that Templates and other provided materials constitute “Montra Content” and are incorporated into the Montra Services. Montra may expressly permit you to modify or edit certain Templates, which, once modified, become “Modified Content”. Montra grants Customer a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute Montra Content contained within the Modified Content, solely for Customer’s internal business purposes, subject to Customer’s compliance with the terms of this Agreement, including payment terms herein.

1.2 Additional Services

Montra may make certain additional services available through its platform as may be developed from time to time. Any services resold through the Montra platform will be subject to the terms of service of the third-party provider. Without limiting the terms of this Agreement, if you subscribe to one or more of the Additional Services governed by additional terms listed at https://montra.io/legal (each, “Additional Terms”), then you also agree to be bound by such Additional Terms.

1.3 No Legal of Financial Advice

You acknowledge that Montra is not a lawyer, accountant, or other financial services provider, and accordingly, does not provide legal, financial, or tax advice. Any information provided by the Montra Services is intended for your general use only, including with respect to any Templates available within the platform, and does not constitute legal or financial advice. You understand that you are responsible for any actions taken based upon information received from Montra, and where legal or financial advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable area.

1.4 Eligibility and Jurisdiction

The Montra Services are only available for persons in those jurisdictions in which they may legally be sold. Nothing on the Montra Services shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. The technology and software underlying the Service or distributed in connection therewith and the transmission of any applicable data, (the “Software”) is subject to United States export controls. No such Software or data may be downloaded from the Montra Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using such Software or data is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Montra Services, including as it concerns online conduct and acceptable content. Montra hereby disclaims any and all liability with respect to any use of the Ripping Services outside of the terms of this Agreement.

1.5 User Limitations

The Montra Services may only be accessed and used by individual employees or contractors at a company (“Users“) who are at least thirteen (13) years of age and otherwise not barred from using the Services under applicable law. You are responsible for ensuring that any user that you allow to access the Montra Services is authorized to do so by law, and that such individual’s use of the Montra Services complies with all wage and hour laws, employment laws, and any other applicable laws and regulations.

1.6 Mobile Services

The Montra Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Montra Services, (ii) the ability to browse the Montra Services and other websites, and (iii) the ability to access certain features (collectively, the “Mobile Services”). To the extent you access the Montra Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Customer and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Customer account information to ensure that your messages are not sent to the person that acquires your old number.

2. Customer Responsibilities

2.1 Consent to Electronic Delivery; Electronic Signature

(a) Electronic Signature. When you execute documents using the e-signature tools set forth in the Montra platform (“E-Sign Service”), you consent to electronically sign such documents, including employment-related documents, and agree that your electronic signature (“Electronic Signature“) is the legal equivalent of your manual or handwritten signature. By selecting an “I Accept” button or otherwise placing an Electronic Signature on a document while in your Montra Account, you expressly affirm that: (i) you are able to access and view the relevant document that you are electronically signing, (ii) you consent to conduct business electronically with respect to the transaction contemplated by the document, (iii) you agree to the use of an Electronic Signature for the document, and (iv) you are authorized to enter into the relevant agreement, and be bound by its terms. You further agree that no certification authority or other third-party verification is necessary to validate your Electronic Signature, and that the lack of such certification or third-party verification will not in any way affect the enforceability of your Electronic Signature or any resulting agreement.

(b) Electronic Delivery. You agree that Montra may electronically deliver Service-related documents and/or disclosures to you (including for any persons whom you are the legal guardian), which may include tax and health insurance notices, as applicable. You also authorize Montra to receive such Service-related documents and/or disclosure electronically on your behalf, and agree to be notified of such notices electronically. Montra may provide electronic delivery via email to the email address provided by you in the Montra platform or by reference to a location on the Montra platform to which you have access. If you are using the Montra Services on behalf of a Customer and/or its employees and contractors, you represent that you have affirmative consent from your employees and/or contractors of such company to receive electronic disclosures from Montra through the Montra Services.

(c) Withdrawing Consent. As a Customer, you acknowledge that Montra relies on electronic communications as a core component of its services; accordingly, if you are using the Montra Services on behalf of a Customer and/or its employees and contractors and withdraw electronic consent for such Customer and/or its employees and contractors, Montra may no longer be able to provide the Montra Services to you, and may terminate Customer’s use of the Montra Services in whole or in part.

(d) Enforceability. You acknowledge that, under applicable laws, some documents require a manual or handwritten signature, and that it is your responsibility to determine whether a document requires a manual or handwritten signature. You understand that you are solely responsible with respect to the content, validity, or enforceability of any document, and that Montra makes no representations or warranties regarding the validity or enforceability of your documents signed using the E-Sign Service.

2.2 Accuracy of Customer Information

All Montra Services will be based upon information provided to Montra by you or third-party services from which you may elect to import your information (including proof of federal, state and local tax identification numbers, payroll information, benefit information and insurance information, leave policies and other employment practices) (“User Representations”). You must review all User Representations and ensure such information is accurate, complete, and timely. You acknowledge that Montra is entitled to rely conclusively on all User Representations and that Montra does not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the User Representations. You further acknowledge that Montra bears no responsibility for and shall not have any liability for errors, omissions, penalties, fines, missed payments, judgments, incorrect coverage, or any other losses incurred that result from inaccurate, incomplete, or untimely User Representations.

2.3 User Data

With respect to any information which you provide through the Montra Services and that Montra hosts (collectively, the “User Data”), including Account Information and Materials (each as defined herein), you represent and warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the User Data in connection with your use of the Montra Services. Without limiting the foregoing, if you request that Montra provide any User Data (including employee and contractor information) to any third-party or to any non-U.S. Customer location, you represent that you have acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable laws. By providing any User Data to Montra, you hereby grant and will grant Montra and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Data to perform the Montra Services, including as set forth in this Agreement, Montra’s Privacy Policy, and Montra’s Data Protection Addendum. You acknowledge and agree that Montra may preserve User Data and may also disclose User Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Montra, its users and the public. You understand that the technical processing and transmission of the Montra Services, including User Data, may involve (v) transmissions over various networks; and (vi) changes to conform and adapt to technical requirements of connecting networks or devices.

2.4 Account Administration; Authorizations

(a) Accounts. To use the Montra Services, you must create an account (an “Account”) by providing your email address (“Account Email”) and a master password (the “Master Password” and, together with the Account Email, the “Credentials”). You are responsible for the security of your Account, and agree to keep your Credentials secure. You understand that your Account is solely for your use, and you will not share your Account or Credentials with anyone. You are fully responsible for all activities on the Montra Services associated with your Account. As a Customer, you are fully responsible for all activities of your employees and contractors on the Montra Services associated with their User Accounts.

(b) Account Administration. Customer will designate and authorize either itself and/or one or more individuals with authority to (i) act on Customer’s behalf, (ii) provide information on Customer’s behalf, and (iii) bind Customer and/or Customer’s business with respect to the Montra Services (each such individual, an “Account Administrator”). Customer is solely responsible for all actions taken under any account to which Customer has access. Any actions taken under such accounts will be deemed authorized by Customer, regardless of Customer’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (iv) actions taken by Customer, an Account Administrator, or an authorized representative of Customer (an “Authorized Representative”), and (v) actions that Customer, an Account Administrator, or an Authorized Representative (or anyone that Montra reasonably believes to be Customer, an Account Administrator, or an Authorized Representative) directs or instructs Montra to take on its behalf.

(c) Account Information. To access or use certain aspects of the Montra Services, you will need to provide access to information maintained by certain third-party institutions, such as payroll companies with which you have a customer relationship, manage accounts or engage in transactions and the various applications and services for which you use Montra’s access and password management services. Further, for Montra to provide those aspects of the Montra Services, you must provide all relevant information, signatures, data, passwords, usernames, PINs and other necessary information, materials and content (“Account Information”). You retain all right, title and interest in and to your Account Information, and represent and warrant that the Account Information provided is accurate and complete and may be provided to Montra without any obligations on Montra to verify the accuracy or completeness of such Account Information. You are responsible for the consequences of any instructions provided that Montra follows, and Montra has no liability or responsibility for any inability to use the Montra Services due to such inaccuracy or incompleteness of Account Information.

(d) Account Security. Customer is solely responsible for (i) following instructions that Montra provides to Customer with respect to the Montra Services, and (ii) maintaining applicable accounts with providers of Third-Party Products (as defined above) utilized by Customer. Customer will adequately secure and keep confidential any Customer passwords or credentials, and any information accessible via its account. Customer accepts all risks of unauthorized use of its Account arising from Customer’s failure to implement security safeguards or otherwise maintain the confidentiality of its passwords or credentials and hereby releases, indemnifies, defends and holds harmless from any liability in connection with any such unauthorized access. If Customer believes or suspects that its account, passwords or credentials have been accessed or compromised, Customer must immediately notify Montra. Montra reserves the right to prevent access to the Montra Services if Montra has reason to believe that any such accounts, passwords or credentials have been compromised.

(e) Communications and Notifications. Customer is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) made available to Customer by Montra for Customer’s review, and Customer must notify Montra of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Montra. Customer must promptly notify Montra of any third-party notices that Customer may receive which could affect Montra’s ability to effectively provide the Montra Services (e.g., to the extent applicable, notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Montra Services; or notices from insurance carriers regarding eligibility, enrollment, payment or any other communications affecting the contract of services with that insurance carrier).

(f) Authorizations. Customer agrees that, to the fullest extent permitted by law, the provision of account login or identity verification credentials to Montra by or on behalf of Customer, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Montra Services, whether by clicking the applicable action button, providing a verbal instruction or otherwise, will have the same effect as providing a written signature authorizing the applicable action.

2.5 Third-party Products

(a) Independent Services. The Montra Services are designed to work with many Third-Party Products; however, Third-Party Products are not Montra Services. Montra does not provide any representations, warranties, indemnities, or support with respect to such Third-Party Products, unless expressly provided herein or an applicable Order From. You (and not Montra) decide whether to enable Third-Party Products, and any use of such Third-Party Products and any exchange of data, including User Data (as defined herein), between Customer or a User and any such third-party provider or Third-Party Product, is solely between Customer or User and such third-party provider. When you enable a Third-Party Product, you grant Montra permission to allow the Third-Party Product and its provider access to User Data as required for the interoperation of that Third-Party Product with the Montra Services. For the interoperation of the selected Third-Party Products with the Montra Services, you may be required to obtain access to such Third-Party Products directly from their providers, and/or grant Montra the ability to create, access, delete and/or otherwise modify your account(s) on such Third-Party Products. You acknowledge that Montra is not responsible for any use, disclosure, modification or deletion of User Data that is transmitted to, or accessed by, a Third-Party Product, and that the handling of such User Data within the Third-Party Product will be exclusively governed by the separate terms and agreements, if any, between you and such third-party provider. Customer and Users will comply with all terms and conditions applicable to the use of Third-Party Products, and will not use Montra integrations with Third-Party Products in any manner that damages, disables, overburdens, or impairs any websites, servers, or otherwise interferes with the Third-Party Products. Customer acknowledges it has sole responsibility for, and assumes all risks arising from, Customer’s use of any Third-Party Products. Montra does not guarantee the continued availability, operation, or utility of Third-Party Products or Montra Services features integrated with Third-Party Products, and may cease providing certain Third-Party Products via the Montra platform without notice or entitling you to any refund, credit, or other compensation.

(b) Authorizations for Third-Party Products. To connect the Montra Services with Third-Party Products, you authorize Montra to, as applicable: (i) store relevant Account Information, (ii) access the relevant service using the Account Information you provide Montra, (iii) use and apply any signatures or other materials you provide Montra in order to provide related services, such as to complete a tax document, (iv) gather and export from such Third-party Product any data or other information reasonably necessary to provide related Montra Services to you, such as Customer’s payroll information, bank account information, Customer’s employees’ bank account information, and any additional information, such as the personal information of Customer’s employees, requested by such Third-party Product that Customer has provided or made available to Montra in connection with the Montra Services, and (v) otherwise take any action in connection with such Third-party Product as reasonably necessary to provide related services to you, including, but not limited to, opening accounts and making changes on your behalf with such third-party institutions. You further designate Montra as your agent and limited attorney-in-fact in connection with Third-party Products, if required and only as required to use the Third-party Product (e.g., tax filing systems). You agree that such third-party providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you in their provision of the Third-party Product via the Montra Services.

(c) Management of Third-party Accounts. You are solely responsible for (i) ensuring that any Third-party Product accounts are accurately and properly provisioned for or matched to your Montra Service account, (ii) ensuring the termination or de-linking of any Third-party Product accounts for employees or contractors who should not have access to such Third-party Product accounts or your Montra account (e.g., due to termination of their employment or engagement), and (iii) otherwise following all instructions provided by Montra in connection with matching, de-linking, termination or other management of your Montra accounts in relation to Third-party Products.

2.6 Prohibited Activities

Any authorization to access or use the Montra Services extends only to the Montra Services for which Customer has subscribed and remains in good standing, and for which User conduct is in conformance with these terms and any applicable Additional Terms. You will not (nor will you permit any third-party to):

reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive the source code underlying the Montra Services;
transfer, resell, lease, license, or assign Montra Services or otherwise offer the Montra Services on a standalone basis, or permit any third-party to access the Montra Services, without express permission from Montra;
use or access the Montra Services to build a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Montra Services;
share your Montra username and password with any other person, or allow any other person to use your Montra username and password to access the Montra Services;
develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Montra Services or otherwise copy profiles and other data from the Montra Services in order to enable, use, or build a similar or competitive product or service;
tamper with the security of Montra’s systems or tamper with other customer accounts of Montra;
attempt to probe, scan or test the vulnerability of any Montra systems or to breach the security or authentication measures of Montra’s systems;
use the Montra Services to send payments directly or indirectly to, or for the benefit of, any person or entity that is (a) located in any country or jurisdiction that is subject to U.S. economic sanctions; (b) identified on any U.S. government list of prohibition, including the Specially Designated Nationals and Consolidated Sanctions List of the Office of Foreign Assets Control, U.S. Department of the Treasury; or (c) owned or controlled by any person or entity in (a) or (b);
use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that sends more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
use the Montra Services in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party’s use of the Montra Services;
access the Montra Services other than through our interface;
engage in harassing or other inappropriate behavior with respect to any Montra employee;
use the Montra Services for any fraudulent activity or purpose; or
use the Montra Services in violation of any applicable law, for illegal activities, or for activities outside the scope expressly permitted hereunder.

For the avoidance of doubt, Montra welcomes and encourages the responsible disclosure of security vulnerabilities through its Vulnerability Reporting program, with more details available at https://via.montra.io/vulnerability-reporting. Legitimate participation in Montra’s Vulnerability Reporting program is not a violation of the security-related prohibitions of this Section.

2.7 Compliance with Laws; Digital Millennium Copyright Act

(a) Compliance with Laws. You will be solely responsible for compliance with any and all applicable laws, rules and regulations affecting your business, and any use you may make of the Montra Services to assist you in complying with any such laws, rules or regulations. In addition, Customer is responsible for ensuring that its employees and contractors comply with applicable laws while using the Montra Services, including the intellectual property and third-party rights of others.

(b) Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated under the Digital Millennium Copyright Act (“DMCA”), you should notify legal@montra.io of your infringement claim, which shall include: (a) the subject line of “DMCA Takedown Request”; (b) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (c) a description of the copyrighted work or other intellectual property that you claim has been infringed; (d) a description of where the material that you claim is infringing is located on the Montra Service, with enough detail that we may find it on the Montra Service; (e) your address, telephone number, and email address; (f) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (g) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. In accordance with the DMCA and other applicable law, Montra has adopted a policy of terminating, in appropriate circumstances and at Montra’s sole discretion, Users who are deemed to be repeat infringers. Montra may also at its sole discretion limit access to the Montra Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether there is any repeat infringement.

3. Term and Termination

3.1 Term

The term of this Agreement will commence on the date you first execute an Order Form or, if earlier, begin using any Montra Service, and will continue until terminated as provided in this Agreement (the “Term”). With respect to any Montra Services provided under an Order Form, the subscription term for such Montra Services will be as specified in the applicable Order Form (with respect to the applicable Montra Services, the “Initial Subscription Term”), and will automatically renew for additional periods equal to the shorter of the same duration as the Initial Subscription Term (collectively, the “Subscription Term”) or twelve (12) months, unless either party notifies the other party of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Montra may change the Montra Services, stop providing the Montra Services or features of it or create usage limits for the Montra Services for all of our Users generally; provided that we will notify you of any material change at least thirty (30) days prior to the implementation of the change unless the changes are being made for legal reasons in which case we will notify you within a reasonable time period. If Montra discontinues a Montra Service in its entirety, you will not be obligated to pay for the discontinued service after the date Montra ceases to offer such service.

3.2 Termination

Montra may immediately terminate your access to the Montra Services and this Agreement without liability to Customer for any actual or suspected violation of any provision of this Agreement and failure to cure within thirty (30) days following written notice thereof. You may deactivate your Montra Services account at any time by using the tools provided in the Montra Service, however (i) such action will not be deemed a termination of the Agreement or any associated payment obligations; (ii) the terms of this Agreement shall continue to apply until the end of the then-current Subscription Term, and to any use of the Montra Services whether during or after the Subscription Term; (iii) you will remain obligated to pay any outstanding fees to Montra pursuant to the terms of Section 4.1 and your Order Form; and (iv) Montra may accelerate your unpaid payments or fees so that all such payment obligations become immediately due and payable. Customer may immediately terminate this Agreement if Montra is in material breach of any material term contained in this Agreement and fails to cure such breach within thirty (30) days following written notice thereof. Either party may immediately terminate this Agreement if the other party ceases business operations, generally stops paying its debts, becomes insolvent, or becomes the subject of a petition in bankruptcy, receivership, liquidation, or assignment for the benefit of creditors. Montra shall refund Customer any prepaid and unused fees as of the effective date of the termination. Upon any termination, the parties will continue to be bound by any terms of this Agreement that by their nature extend beyond termination.

3.3 Suspension

Without limiting our other rights or remedies, Montra may temporarily suspend your access to any portion of the Montra Services, including access to any leased equipment, without prior notice if (a) Montra reasonably determines that (i) there is a threat or attack on the Montra Services or other event that may create a risk to the Montra Services, you or any other customer or User of Montra; (ii) your use of the Montra Services disrupts or poses a security risk to the Montra Services or any other Montra customer; or (iii) you are in breach of Section 2.6 (Prohibited Activities) or Section 2.7 (Compliance with Laws; DMCA) or (b) Montra has notified you that any amount owed by you under this Agreement is thirty (30) or more days overdue, and you have failed to submit payment in full within five (5) days of receipt of such notice (collectively, “Service Suspensions”). We will provide notice of any Service Suspension following the commencement of the Service Suspension and provide updates regarding resumption of Montra Services following any Service Suspension. Montra will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.

4.Service Fees and Charges

4.1 Fees

Customer agrees to pay the fees for the Montra Services in accordance with the applicable Order Form, and authorizes Montra to conduct automatic debits of Customer’s designated bank account for such fees as they become payable. Subscription fees are payable at the start of each Subscription Term (including any renewal terms), and Montra will debit fees, and any applicable charges, from Customer’s designated bank account. Customer commits to a minimum number of Users and associated fees for each Subscription Term, as stated in the applicable Order Form. The number of Users cannot be decreased during the Subscription Term, however Customer may reallocate any unused User seats to newly hired Employees when they join. Customer agrees to pay all associated User Fees for the remainder of the Subscription Term for any Users added above the minimum Users in the applicable Order Form. Unless otherwise stated in the applicable Additional Terms or Order Form, additional User fees are based on the calendar month in which a User is enrolled or added to any Service, regardless of whether the User is only enrolled in the Services for a portion of such month, and will be prorated by month, where applicable, against the Subscription Term. Notwithstanding the foregoing, Montra may invoice Customer for any applicable, outstanding fees, and Customer shall pay such invoice within fifteen (15) days of receipt thereof. Interest shall accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Montra. For customers with contractual commitments of at least one (1) year, Montra will not increase fees at renewal by more than the greater of five percent (5%) or CPI over fees for the prior Subscription Term (not including any time-limited offer or promotion), provided that the scope of use remains the same and the number of Users has not been reduced. To the extent Customer designates an external or third-party to pay for any portion of the Montra Services and later opts to remove or change that third-party, Customer will be liable to pay for the Montra Services until Customer has designated a new third-party and such third-party has agreed to pay for such charges.

4.2 Automatic Debits

When Customer subscribes to a paid product that is part of the Montra Services, Customer authorizes Montra and its designated payment processors to store Customer’s designated bank account information and other related information. Customer authorizes Montra to automatically debit all applicable charges for such paid product from Customer’s designated payment account, including via ACH debit for bank accounts on the date such charges become due. This authorization to initiate ACH debit transactions will remain in full force and effect until Montra has received written notice from Customer by email at legal@montra.io at least thirty days (30) in advance of the date the applicable charges for the paid product become due. Because these are electronic transactions, these funds may be withdrawn from Customer’s designated bank account immediately. In the case of an ACH debit transaction that is rejected for insufficient funds, Customer understands that Montra may at its discretion attempt to process the debit in the amount of the applicable paid product again within thirty (30) days and Montra may separately impose a fee of $25 for each transaction returned for insufficient funds, as permitted by applicable law. You certify that you are an authorized user of Customer’s bank account and Customer will not dispute these scheduled transactions with such bank so long as the transactions correspond to this Agreement, an applicable Order Form, and/or any other applicable agreement for such paid product. Customer agrees to follow rules promulgated by the National Automated Clearing House Association (NACHA), which govern ACH transactions.

4.3 Fee Disputes

Customer must notify Montra in writing if Customer disputes any portion of any fees paid or payable by Customer under this Agreement or any Order Form. Customer must provide written notice to Montra within thirty (30) days of the applicable charge and Montra will work together with Customer to resolve the applicable dispute promptly. If Customer does not provide Montra with written notice of Customer’s fee dispute within this thirty (30) day period, Customer will not be entitled to dispute any fees paid or payable by Customer.

4.4 Taxes

All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Montra’s net income.

5. Proprietary Rights and Confidentiality.

5.1 Montra’s Ownership Rights

As between the parties, all right, title, and interest in and to the Montra Services, including Montra Content, shall remain vested in Montra. Except for the express rights granted hereunder, Montra also reserves all rights, title and interests in and to the Montra Services and Montra’s Confidential Information.

5.2 Feedback

Customer or Users may from time to time provide Montra suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Montra Services. Montra will have full discretion to determine whether to proceed with the development of any requested enhancements, new features or functionality. Montra will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

5.3 User Data

All right, title, and interest in and to the User Data, including the Account Information and Materials, you provide will remain vested in you.

5.4 Confidentiality

“Confidential Information” means any information or data disclosed by either party that should be reasonably understood to be confidential considering the nature of the information. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to while exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and as otherwise set forth in Montra’s Privacy Policy. Neither party will disclose any Confidential Information of the other party to any third-party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (e) to its employees and consultants who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Agreement, (f) to its professional advisers (e.g., lawyers and accountants), and (g) as otherwise set forth in Montra’s Privacy Policy, provided, however, that any and all such employees, consultants and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in a manner that is consistent with the terms and conditions of this Section.

5.5 Data Security and Data Processing; Privacy.

(a) Data Security. Montra will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any User Data, which you provide through the Montra Services and that Montra hosts. Such safeguards will include, at minimum, an industry standard information security program to safeguard such User Data as well as procedures to help ensure that only those with a “need to know” have access to such User Data. Montra will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of any User Data. Montra will promptly notify Customer upon becoming aware of an incident that has or potentially has compromised the security, confidentiality or integrity of such User Data. Montra will comply with all notification obligations that may be required by applicable state and federal laws and regulations. Montra further reserves the right to protect its network and services from external threats, including by restricting network access from various hosting providers, traffic proxies, and locations where Montra does not conduct business.

(b) Data Processing. Montra may process User personal information in accordance with the terms set forth in the Montra Data Processing Addendum, available at https://montra.io/legal/dpa, which describes how Montra processes personal information from Users, including any personal information subject to the laws of the European Union.

(c) Data Privacy. Montra may collect, use, and disclose User’s personal information pursuant to the Montra Privacy Policy, available athttps://montra.io/legal/privacy, as it may be updated from time to time. The Montra Privacy Policy describes how Montra collects, uses, and discloses personal information from Users. Notwithstanding the foregoing, Montra may monitor your use of the Montra Services and use User Data in an aggregate and de-identified manner, including compiling statistical and performance information related to the provision and operation of the Montra Services, and may make such information publicly available, provided that such information does not incorporate specific User Data and/or identify you. Montra retains all intellectual property rights in such aggregated and de-identified information.

6. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE MONTRA SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. MONTRA HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE MONTRA SERVICES. WITHOUT LIMITING THE FOREGOING, MONTRA DOES NOT WARRANT THAT THE MONTRA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MONTRA OR THROUGH THE MONTRA SERVICES WILL CREATE ANY WARRANTY. MONTRA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

7. Indemnification

7.1 Indemnification by You

Customer will defend Montra and affiliates (collectively, the “Montra Indemnified Parties”) from and against any and all third-party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its authorized users’ violation of the Agreement or the User Terms (a “Claim Against Us”), and will indemnify the Montra Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Montra Indemnified Party in connection with or as a result of, and for amounts paid by a Montra Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Montra Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

7.2 Indemnification by Montra

Montra agrees to indemnify, defend and hold you harmless against any Claim arising out of allegations by a third-party that the Montra Services or any portion thereof infringe(s) or otherwise violate(s) such third-party’s U.S. intellectual property rights. In order to receive the benefit of the foregoing indemnity, you must give Montra prompt written notice of the Claim, sole control to defend and settle such Claim and all reasonable cooperation, at Montra’ expense, in Montra’ defense and settlement of the Claim. If a claim under the foregoing clause (a) is made or likely to be made, Montra may: (i) procure a license to allow you to continue using the allegedly infringing component(s) of the Montra Services, (ii) modify the infringing component(s) to make them non-infringing, or (b) if (i) and (ii) are not reasonably available, terminate your right to use the infringing component(s) effective immediately.

8. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF MONTRA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. MONTRA HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE MONTRA SERVICES PROVIDED FOR IN THIS AGREEMENT.

EXCEPT WITH RESPECT TO MONTRA’S IP INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES SHALL MONTRA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE MONTRA SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE MONTRA SERVICES, EVEN IF MONTRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MONTRA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT YOU PAID TO MONTRA HEREUNDER IN THE EIGHTEEN (18) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF MONTRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

9. Miscellaneous

9.1 Assignment; Delegation

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Montra, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted transfer or assignment in violation hereof shall be null and void. Montra, in its sole discretion, may use vendors or contractors to help provide the Montra Services to you, and may change our use of vendors or contractors without notice to you. Montra will remain responsible for the acts and omissions of such vendors and/or contractors.

9.2 Governing Law

This Agreement will be governed by the laws of the State of Georgia, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Subject to the agreement to arbitrate below, all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Fulton County, Georgia, USA, and the parties hereby consent to the personal jurisdiction of these courts.

9.3 Notices

Montra may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, text message (e.g. SMS or MMS), mail, written or hard copy notice, or through posting of such notice on the Montra Services, as determined by Montra in its sole discretion. Montra reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as provided in the Montra Services. Montra is not responsible for any automatic filtering you or your network provider may apply to email notifications Montra sends to the email address you provide. Montra may, in its sole discretion, modify or update this Agreement from time to time, so you should review this page periodically. When Montra materially changes this Agreement, Montra will update the ‘Last Updated’ date at the top of this page and notify you that material changes have been made to this Agreement. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the Montra Services or changes made for legal reasons will be effective immediately. Your continued use of the Montra Services after the date any such change becomes effective constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the Montra Services. Notices to Montra shall be made to the attention of the “Legal Department” and sent via mail to 4000 Dekalb Technology Parkway, Suite 340, Atlanta, GA 30340, with a copy sent via email to legal@montra.io.

9.4 Waiver

No waiver of any rights will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.5 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.6 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.7 Force Majeure

Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.8 Entire Agreement

This Agreement (including all Order Forms, the Montra Privacy Policy, the Montra Data Processing Addendum, Additional Terms, and any supplemental policies or terms referenced herein or which Montra may present you for review and acceptance at the time you subscribe to the applicable Montra Service) comprises the entire agreement between you and Montra with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements. No oral or written information or advice given by Montra, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.9 Interpretation

For purposes hereof, “including” means “including without limitation.”

9.10 Marketing

Customer agrees that Montra may use Customer name and logo on our website and in other promotional marketing materials, unless Customer opts out of such usage by clicking this link to send an email to opt-out@montra.io. Notwithstanding the foregoing, Montra will not use the name or logo of existing Customers prior to March 19, 2021, unless such Customer separately consented to such usage.

10. Agreement to Arbitrate and Class Action Waiver

10.1 First Try Customer Support

If you have any issues with Montra Services, Montra, or any issue covered by this Agreement, you must try to resolve the issue first through Montra Support.

If you are not able to resolve the issue through Montra customer support within sixty (60) days, you may pursue the dispute resolution procedures detailed in the remainder of Section 10.

10.2 Agreement to Arbitrate

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF OR ACCESS TO THE MONTRA SERVICES, MONTRA SOFTWARE, OR ANY PRODUCT OR SERVICE INTEGRATED WITH THE MONTRA SERVICES, AS WELL AS ANY DISPUTE OR CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT (INCLUDING UNDER MONTRA’S PRIVACY POLICY, MONTRA’S DATA PROCESSING ADDENDUM, AND ANY APPLICABLE ADDITIONAL TERMS), SHALL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. THE TERMS IN THIS SECTION ARE REFERRED TO AS THE “ARBITRATION AGREEMENT.” THIS ARBITRATION AGREEMENT APPLIES TO ALL SUCH CLAIMS, BROUGHT UNDER ANY LEGAL THEORY, UNLESS THE CLAIM FITS IN ONE OF THE EXCEPTIONS IDENTIFIED IN SECTION 10.3.

This arbitration agreement is governed by the Federal Arbitration Act (FAA), including its procedural provisions, in respects. This means that the FAA governs, among other things, the interpretation and enforcement of this arbitration agreement and all its provisions, including, without limitation, the class action waiver discussed below. State arbitration laws do not govern in any respect.

This arbitration agreement is intended to be broadly interpreted and will survive termination of this Agreement, which means (among other things) that this arbitration agreement applies even after you have stopped using your Montra account or have deleted it. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this agreement is void or voidable. If the parties have a dispute about whether this arbitration agreement can be enforced, whether this arbitration agreement applies to a dispute, or any other dispute about the meaning or scope of this arbitration agreement, the parties agree that the arbitrator shall have exclusive authority to resolve the dispute.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow this Agreement as a court would. For the avoidance of doubt, the arbitrator can award public injunctive relief.

In the event this arbitration agreement is for any reason held to be unenforceable or inapplicable to a claim, any litigation against Montra (except for the intellectual property and small claims actions described in Section 10.3 below) may be commenced only in a federal or state court located within Fulton County, Georgia, and both parties consent to the jurisdiction of those courts for such purposes.

10.3 Exceptions to Agreement to Arbitrate

You and Montra agree that the agreement to arbitrate will not apply to any disputes relating to your or Montra’s intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents) and that such disputes may be brought in any court that has jurisdiction over such claims. Also, either party can bring a claim in small claims court in Atlanta, Georgia (or small claims court in another place if both parties agree in writing), if it qualifies to be brought in that court.

10.4 Details of Arbitration Procedure

(a) Informal Resolution. You and Montra agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. Prior to demanding or filing any arbitration, you and Montra agree to personally meet and confer, in person or by videoconference, in a good-faith effort to resolve informally any claim covered by this arbitration agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within sixty (60) days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Montra that you intend to initiate an informal dispute resolution conference, email legal@montra.io with the subject “INFORMAL DISPUTE RESOLUTION REQUEST” and provide your name, the telephone number associated with your Montra account, the email address associated with your email account, and a description of your claim. In the interval between the party receiving such a notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process described in this paragraph.

(b) If the informal dispute resolution process does not result in a resolution of the dispute within sixty (60) days after the conference is held, either party may initiate an arbitration proceeding under the rules of the AAA. AAA’s rules and procedures are available on their website available at http://www.adr.org or Customer can call them at +1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “AAA Rules”) and will be held before a single arbitrator appointed in accordance with the AAA Rules. To the extent anything described in this agreement to arbitrate conflicts with the AAA Rules, the language of this agreement to arbitrate applies. Any arbitration will be conducted in Atlanta, Georgia, or in another location that both parties agree to in writing.

(c) Discovery. Each party will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and each party may take one (1) deposition. All such discovery will be in accordance with procedures approved by the arbitrator. This agreement to arbitrate does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.

(d) Arbitration Award. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of Georgia and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify this Agreement, and may not award any relief that is inconsistent with this Agreement. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees.

(e) Final and Binding. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.

10.5 Class Action Waiver

You and Montra agree that any claims or controversies between the parties must be brought against each other on an individual basis only, and not in a class, consolidated, or representative action. That means neither you nor Montra can bring such a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine or consolidate more than one person’s or one entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless all parties agree otherwise in writing). Further, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other entities or Montra customers, and cannot be used to decide other disputes with other customers. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL, YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-WIDE OR REPRESENTATIVE ARBITRATION, AND YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT (INCLUDING FOR ANY CLAIM THAT IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION UNDER THESE TERMS). If a court decides that this class action waiver is not enforceable or valid, then the entire agreement to arbitrate will be null and void, but the rest of this Agreement will still apply.