SALES DREAM TERMS AND CONDITIONS

Access and Use of Services. Subject to Customer's ongoing compliance with this Agreement (including timely payment of all applicable fees), Sales DREAM grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to access and use the Services set forth in the applicable Order in accordance with any usage caps or limitations set forth in the applicable Order solely for Customer's internal business purposes.

Accounts. As part of the set-up process, Customer may be asked to create one or more accounts on the Services for itself and/or its Authorized Users (defined below) (each, an "Account") and provide certain information as prompted in the account registration process. Customer represents and warrants that: (i) all required Account registration information submitted is truthful and accurate; and (ii) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer's and its Authorized Users' Accounts. Customer will use reasonable efforts to prevent any unauthorized access or use of the Services and Customer agrees to immediately notify Sales DREAM of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security. Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer or its Authorized Users, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Sales DREAM to remediate any issues resulting from, or related to, such unauthorized access or use. Sales DREAM will not be liable for any loss or damage arising from any unauthorized use of the Accounts or Customer's failure to comply with the above requirements.

Authorized Users. Customer will only permit access to the Services as follows: (i) if Customer is an individual, only Customer may access the Services; or (ii) if Customer is an entity, only Customer's employees and contractors that are authorized by Customer to access the applicable Services solely for Customer's internal business purposes ("Authorized Users") may access the Services, provided that Customer shall remain liable for all acts and omissions of such users. Customer is solely responsible for determining the level of access and privileges granted to its Authorized Users. Customer will ensure its Authorized Users' use of the Services is in compliance with the terms of this Agreement and Customer will be solely responsible for enforcing any of Customer's internal policies regarding its Authorized Users' use of the Services.

AI Functionality. Customer acknowledges that the Services leverage artificial intelligence ("AI") technology, including for the purpose of providing AI-powered training, role-play simulations, and real-time coaching tools ("AI Services"). Due to the nature of AI technology, the output that the AI Services generate ("Output") may be unpredictable, and may include inaccurate or harmful responses. Customer is and will remain fully responsible and liable for the deployment of the AI Services for Customer's use case and acknowledges that Sales DREAM does not control how Customer deploys the AI Services. Before using any Output, Customer is solely responsible for reviewing the Output for accuracy, safety, and compliance with applicable laws and acceptable use policies. Customer assumes all responsibility for the Output. All Output will be deemed to be "Customer Content"; provided, however, that nothing in these T&Cs will be deemed to restrict Sales DREAM or the Services from providing the same or similar Output to any other customer or user. Customer agrees that, where such notification or consent is required by applicable law, Customer will notify its Authorized Users of the use of the AI Services and/or obtain prior consent from such Authorized Users for the use of the AI Services (including where AI Services may process or use Authorized User's personal data). Customer is and will remain fully responsible and liable for the deployment of the Services for Customer's use case and Customer acknowledges that Sales DREAM does not control how Customer deploys or implements the Services. [Customer acknowledges that the Output may include a watermark or other latent disclosures for the purposes of identifying the Output as being AI generated ("AI Watermark"). Customer shall not remove, disable, or alter any AI Watermark without the express written consent of Sales DREAM. Any unauthorized removal or circumvention of the AI Watermark shall constitute a material breach of these T&Cs and Sales DREAM reserves the right to terminate these T&Cs or suspend access to the Services immediately in the event that Sales DREAM reasonably believes that Customer has removed, disabled, or altered any AI Watermark without Sales DREAM's prior written consent]. Customer will at all times use the Services in compliance with applicable laws, and Customer will remain responsible for ensuring that the Services are used by Customer in a manner that complies with laws applicable to automated profiling and automated decision-making about natural persons, and their requirements, such as, to the extent applicable, notice, transparency, and choice. Customer will not use the Services for uses which would cause the Services to be considered "unacceptable risk" or "high-risk" AI systems as defined in the EU Regulation on Artificial Intelligence (EU AI Act), including Article 6 thereof; or constitute a 'prohibited AI practice' for the purposes of the EU AI Act, including Article 5 thereof. Additionally, Customer will not use the Services as part of an automated decision-making process with legal or similarly significant effects, unless Customer ensures that the final decision is made by a human being. Sales DREAM makes no representation that the use of any AI-enabled features will satisfy any legal requirements, including in compliance with employment and anti-discrimination laws.

Customer Systems. To enable the full functionality of the Services, Customer may be required to (i) connect and integrate the Services with Customer's IT systems or accounts; or (ii) otherwise direct Sales DREAM to pull information from Customer's website or other third-party sources (collectively, the "Customer Systems"), including by providing Sales DREAM with keys or other credentials to access such Customer Systems. As between the parties, Customer is solely responsible for determining if the Customer Systems are appropriate for use with the Services and for obtaining all necessary consents, permissions, approvals, or licenses to access and use the Customer Systems. Without limiting the foregoing, if Customer or an Authorized User provides Sales DREAM with access to any third party application programming interfaces ("APIs"), API keys or other credentials for the purpose of connecting or integrating the Services with the Customer Systems, then Customer represents and warrants that it has obtained all necessary consents, permissions, approvals, and/or licenses to access and use, and permit Sales DREAM to access and use, the same for the purpose of performing its obligations and exercising its rights under these T&Cs. Customer assumes all risks associated with use of any Customer Systems, and for any issues caused by Customer's use of any third-party hardware, software, or services not provided by Sales DREAM. Customer will retain ownership of all of its rights in any data, information, materials and content that is stored in or accessible via such Customer Systems (the "Customer Data"). Customer is solely responsible for such Customer Data, including for backing up Customer Data and ensuring any Customer Data is adequately encrypted or protected. Sales DREAM expressly disclaims all warranties or obligations with respect to storage or back up of Customer Data. Sales DREAM does not endorse, warrant or support, is not responsible for, and disclaims all liability with respect to, such Customer Systems, including without limitation, the privacy or data security practices or other policies related to such Customer Systems.

Restrictions. The Services set forth in the applicable Order are made available to Customer solely for its own internal business purpose and use. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute or modify, (iii) write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that are similar to or compete with, (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any third party's product offering (regardless of hosting or distribution model) or otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content or code to or from, (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) - (xv), in whole or in part, the Services (and all technology constituting or used to provide the Services) and all related Documentation (collectively, the "Sales DREAM Technology").

Free Trial. If Sales DREAM has made a part of the Services (or any specific features or functionality thereof) available to Customer on a "free trial", "pilot" or "pre-release" basis, then unless expressly indicated in the applicable Order: (i) Sales DREAM will be free to terminate or suspend Customer's access thereto for any reason at any time and without liability of any kind, and (ii) notwithstanding any other provision of this Agreement, any such access to the applicable part of the Services is provided on an "AS IS" and "AS AVAILABLE" basis without warranty or support of any kind, express or implied. IF CUSTOMER SUBSEQUENTLY PURCHASES A SUBSCRIPTION TO THE SERVICES, CUSTOMER'S FREE TRIAL ACCESS SHALL ROLL-OVER INTO A PAID SUBSCRIPTION UPON EXPIRATION OF THE FREE TRIAL, AND CUSTOMER EXPRESSLY AGREES THAT, UNLESS CUSTOMER HAS A SEPARATE SIGNED AGREEMENT GOVERNING CUSTOMER'S ACCESS TO AND USE OF THE SERVICES, THESE T&Cs SHALL GOVERN CUSTOMER'S USE OF SUCH SERVICES.

Support. Revogent's support obligations, if any, are set forth in the applicable Order. If Customer has support requests, please contact Revogent at support@revogent.ai.

Fees; Payment Terms. Customer agrees to pay to Sales DREAM the fees for each of the Services that Customer purchases or uses in accordance with the pricing and payment terms set forth in the Order, as may be updated in accordance with the terms of these T&Cs. Unless otherwise expressly set forth in an Order, all recurring fees for Services subscriptions will be billed to Customer in advance, and all usage based fees or overages will be billed to Customer monthly in arrears. Unless otherwise expressly set forth in an Order, Customer's Services subscription will continue and automatically renew on a recurring basis at regular intervals in accordance with Customer's elections at the time of sign up or in the applicable Order, unless and until Customer terminates Customer's subscription in accordance with Section 3, or Customer's Account is otherwise suspended or terminated pursuant to these T&Cs. The applicable subscription fees for any Renewal Subscription Terms (defined below) will be charged at Sales DREAM's then-current published list price, which can be found at https://www.thesalesdream.com/pricing/, until the subscription or these T&Cs terminates in accordance with these T&Cs. Sales DREAM reserves the right to change the terms, including pricing, for subscriptions to the Services from time to time in accordance with Section 9.4; provided that, (a) Sales DREAM will use commercially reasonable efforts to provide Customer with notice of any increase in the rates for subscriptions to the Services at least thirty (30) days prior to the end of Customer's then-current Subscription Term; and (b) any such increase in rates will take effect upon the renewal of such Subscription Term, unless otherwise stated in such notice. If Customer does not agree with such changes, Customer may terminate Customer's subscription to the Services as set forth in Section 9.4. Sales DREAM will use commercially reasonable efforts to notify Customer of these changes, including by sending a notice to an email address associated with Customer's Account. Sales DREAM will not be able to notify Customer of any changes in applicable taxes in advance.

Payment Method. Customer will be billed for all amounts due under this Agreement using the payment method provided by Customer to Sales DREAM's third party payment processor at the time of sign-up; provided however, that Customer may update its payment method by contacting Sales DREAM support at support@thesalesdream.com Customer must provide current, complete, and accurate information for Customer's billing Account and promptly update all information to keep Customer's billing Account current, complete, and accurate. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law. In the event of a failed attempt to charge to Customer's credit card (e.g., if Customer's credit card has expired), Sales DREAM reserves the right to retry billing Customer's credit card. In the event that Customer or Sales DREAM (through our payment service providers) update Customer's credit card information to remedy a change in validity or expiration date, Sales DREAM may automatically resume billing Customer for its paid subscription to the Services. Sales DREAM may suspend or cancel Customer's access to the Services if Sales DREAM remains unable to successfully charge the credit card information associated with Customer's Account. Additionally, Sales DREAM may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.

Automatic Renewal. Customer must terminate any automatically renewing subscription to the applicable Services at least thirty (30) days before it renews in accordance with these T&Cs in order to avoid billing of the recurring subscription fees to Customer. By choosing an automatically renewing subscription plan, Customer acknowledges that it has a recurring payment feature and Customer accepts responsibility for all recurring charges prior to termination. If there are no valid payment methods on file for Customer, Sales DREAM may send Customer invoices for any amounts due, and Customer will pay such invoices within thirty (30) days of Customer's receipt thereof.

Taxes. Prices do not include, and Customer must pay or reimburse Sales DREAM for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on Sales DREAM's net income). If Sales DREAM has a legal obligation to pay or collect sales tax for which Customer is responsible, Sales DREAM will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer's billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides Sales DREAM with a valid tax exemption certificate acceptable to the appropriate taxing authority.

Term. This Agreement will start on the effective date of Customer's first Order and, unless terminated earlier in accordance with these T&Cs, will continue until all Orders hereunder have expired or been terminated for ninety (90) days. Additionally, in the event that all Orders have expired or terminated, either party may terminate these T&Cs upon written notice to the other party.

Subscription Term; Automatic Renewal. The duration of Customer's initial subscription term for each Order will be as set forth in such Order ("Initial Subscription Term"), and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (as applicable, a "Renewal Subscription Term") until terminated or cancelled by Customer or Sales DREAM as set forth herein. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the "Subscription Term."

Termination of Recurring Subscriptions. Unless otherwise set forth in an Order, either party may cancel any automatically renewing subscription(s) under these T&Cs by providing the other party with at least thirty (30) days' notice of its intent to terminate prior to the end of the then-current Subscription Term. Customer should send notices of termination to support@thesalesdream.com. If Customer cancels or Sales DREAM terminates a subscription as set forth above, then Customer will continue to have access to the applicable Services until completion of Customer's then-current Subscription Term, provided that Customer has timely paid all applicable fees and remains in compliance with the terms of this Agreement.

Termination for Cause. Sales DREAM may terminate these T&Cs and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment for any amounts owed to Sales DREAM. Additionally, either party may terminate this Agreement, including all applicable Orders, in the event that: (i) the other party is in material breach of these T&Cs or any applicable Order, which is not cured within thirty (30) days after written notice of such breach; or (ii) the other party files for or is adjudicated bankrupt or suffers any other analogous event.

Effect of Termination. Upon the effective date of expiration or termination of these T&Cs for any reason: (i) all outstanding Orders and access to the Sales DREAM Technology will automatically terminate, and (ii) all outstanding payment obligations of Customer become due and payable immediately. All definitions and the following provisions will survive the expiration or termination of these T&Cs for any reason: Sections 1.2, 1.4, 1.6, 1.7, 2, 3.4, 3.5, 3.6 and 4 through 9.

Delinquent Accounts; Suspension. Sales DREAM reserves the right to suspend, terminate, or downgrade any or all of the Services, in its sole discretion, if any amount under an Order is due but unpaid until such time as all amounts due under this Agreement are paid in full. In addition to the amount due for the Services, Customer will be charged with fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees. Additionally, Sales DREAM reserves the right to suspend Customer and/or its Authorized Users' access to the Services or any portion thereof at any time: (i) in the event that Sales DREAM suspects that Customer or any of its Authorized Users is using the Services in violation of this Agreement; or (ii) if Sales DREAM otherwise believes such action is reasonable to comply with any applicable law, regulation or court order.

Communications. Customer acknowledges and agrees that it is solely responsible for (i) the content of any messages or other communications that Customer sends or Authorized Users authorize to be sent (collectively, "Communications"), regardless of whether the content of such Communications originated from Customer or was suggested as an Output via the Services; (ii) reviewing and approving all Communications to ensure such Communications are accurate and otherwise suitable for Customer's intended purpose prior to sending any such Communications; (iii) providing all notices and obtaining all consents, in each case, as necessary to permit Sales DREAM to send all Communications; (iv) ensuring that Communications do not contain false or misleading header information and routing information; and (v) identifying the Customer as the Communications initiator. All Outputs generated by Services are provided for Customer's informational purposes only and Sales DREAM does not guarantee the accuracy, completeness, or usefulness of any Communications or other Outputs suggested or provided through the Services. Additionally, due to the nature of generative artificial intelligence, Communications created via the Services may not be unique, and nothing in the Agreement will be deemed to prohibit Sales DREAM from generating and/or providing the same or similar Output for Customer as it generates and/or provides for other users. Because Customer's Authorized Users are responsible for reviewing and approving Communications prior to sending them, Sales DREAM will have no responsibility for the timeliness, deletion, mis-delivery, or failure to store any Communications. As between the parties, Customer is responsible for obtaining and providing any permissions necessary to enable Authorized Users to send Communications using Customer's email domain or other contact information in connection with such Authorized Users' access to or use of the Services.

License from Customer. As between the parties, Customer retains its ownership of all right, title and interest in and to any content, materials, or data that is uploaded, transmitted or otherwise provided to the Services by or on behalf of, or at the direction of, Customer or its Authorized Users, including Customer Data (collectively, the "Customer Content"), provided that Sales DREAM is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to: (i) use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Customer Content (in whole or in part) for the purposes of operating and providing the Services to Customer, Customer's Authorized Users, and (ii) collect, access, process, and analyze log and other data related to the Services and the provision, use and performance and various aspects of the Services and related systems technologies and use such data to troubleshoot, improve and enhance the Services, and for other development, diagnostic, security and corrective purposes. Customer hereby irrevocably waives (and agrees to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Customer Content. Customer may not represent or imply to others that the Customer Content is in any way provided, sponsored or endorsed by Sales DREAM. Although Sales DREAM has no obligation to monitor Customer's use of the Services, Sales DREAM may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of this Agreement, applicable laws, or any acceptable use policies identified in the Services or any Documentation thereto. Please remember that other users may be able to search for, see, use, modify and/or reproduce Customer Content that Customer or its Authorized Users submit to any area of the Services that is accessible to other users, and as such, Customer will be solely responsible for ensuring its Authorized User's comply with any of Customer's internal policies regarding its Authorized Users' use of, or provision of, Customer Content on the Services.

Customer Content Restrictions; Acceptable Use Policy. This section, and Customer's use restrictions and obligations therein, is herein referred to as the acceptable use policy ("Acceptable Use Policy"). The Customer Content made accessible on the Services, including but not limited to any data, models, content, text, and other materials that are collected, uploaded to, or otherwise provided to the Services by or on behalf of Customer or its Authorized Users are the sole responsibility of Customer. This means that: (i) Customer, and not Sales DREAM, is solely responsible for all Customer Content that is accessible through the Services, including its accuracy, completeness, and suitability; and (ii) other third party users, and not Sales DREAM, are solely responsible for any content, materials or data that is uploaded, transmitted or otherwise provided to the Services by or on behalf of, or at the direction of, such third party users ("Third Party Content"). Customer acknowledges that Sales DREAM has no obligation to pre-screen Customer Content or Third Party Content, although Sales DREAM reserves the right in its sole discretion to pre-screen, refuse or remove any Communications or other Customer Content or Third Party Content from the Services, including if Sales DREAM believes it violates these T&Cs, applicable laws and regulations, or is otherwise objectionable. Since Sales DREAM does not control Customer Content or Third Party Content, Customer acknowledges and agrees that Sales DREAM is not responsible for any Customer Content or Third Party Content, whether provided by Customer, its Authorized Users, or by third party users. Sales DREAM makes no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any Customer Content or Third Party Content. Customer further agrees, represents, and warrants that: (a) the Customer Content will not contain any content or material that is illegal, or include any content and material that violates, infringes, or misappropriates any third party's intellectual property rights, constitutes an invasion of privacy or misappropriation of publicity rights; (b) Customer and its Authorized Users will not use the Services or transmit Customer Content in a manner that is or could be harassing, abusive, tortious, threatening, harmful, harmful to minors in anyway, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, indecent, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; (c) the Customer Content will not contain any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Services or any other associated software, firmware, hardware, computer system, or network (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation, (d) Customer and its Authorized Users will not send through the Services unsolicited or unauthorized advertising, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, (e) Customer and its Authorized Users will not use the Services to harvest, collect, gather or assemble information or data regarding third party users, including e-mail addresses, without their consent, (f) Customer and its Authorized Users will not interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks, (g) Customer and its Authorized Users will not attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means, (h) Customer and its Authorized Users will not harass or interfere with any third party users use and enjoyment of the Services, (i) Customer and its Authorized Users will not use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services, (j) Customer and its Authorized Users will not provide or make accessible on the Services any Customer Content that is otherwise objectionable to Sales DREAM in its sole discretion, (k) Customer and Authorized Users will not provide any Customer Content that contains Sensitive Information to the Services. As used herein, "Sensitive Information" means: (A) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act ("HIPAA") and its implementing regulations; (B) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard ("PCI DSS"); (C) Social Security numbers, Social insurance numbers, passport numbers, driver's license numbers or other government-issued identification numbers; or (D) financial account numbers. Customer acknowledges that Sales DREAM is not a business associate (as that term is defined under HIPAA) or a payment card processor. Customer acknowledges that the Services are not designed to be HIPAA or PCI DSS compliant. Sales DREAM reserves the right (but has no obligation) to review, refuse and/or remove any Customer Content in its sole discretion, and to investigate and/or take appropriate action against Customer in Sales DREAM's sole discretion if Customer violates the Acceptable Use Policy or any other provision of this Agreement or otherwise creates liability for Sales DREAM or any other person. Such appropriate action may include removing or modifying the Customer Content, terminating the Account in accordance with this Agreement, and/or reporting Customer or its Authorized Users to law enforcement authorities.

Data Privacy and Security. Sales DREAM will process Customer Content only as is reasonably necessary to provide the Services and as otherwise set forth in the Agreement. Sales DREAM will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Content against accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure. Customer shall ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant third parties (including, without limitation, Authorized Users), and has reserved all rights, in each case, as may be required under applicable law or otherwise for Sales DREAM to process Customer Content to provide the Services as contemplated by the Agreement.

Customer Content Data Storage. Customer acknowledges that Sales DREAM does not offer a back-up or archiving of the Services and any Customer Content therein, and that Customer assumes all risks associated with access and use of the Customer Content with the Services. For clarity, Sales DREAM is not obligated to backup or store any of the Customer Content. Sales DREAM expressly disclaims all other obligations with respect to storage of such Customer Content. Without limiting the foregoing, Sales DREAM reserves the right to delete any and all Customer Content in its discretion in the event that Customer terminates its subscription to the Services.

Ownership. Except for the limited rights granted in this Agreement, Sales DREAM hereby retains all right, title and interest, including all intellectual property rights, in and to the Sales DREAM Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY SALES DREAM.

Feedback. Customer hereby grants to Sales DREAM and its affiliates a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users (collectively, "Feedback"), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the Sales DREAM Technology or any portion thereof.

Customer shall indemnify, defend and hold harmless Sales DREAM and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, "Sales DREAM Entities") from and against any third party claim, loss, or damage (including reasonable attorney's fees), arising out of or relating to: (i) an allegation that the use by or on behalf of Sales DREAM in accordance with this Agreement of any of the Customer Content and/or Customer Systems infringes or misappropriates any third party's rights or violates applicable laws; (ii) the use of the Services in combination with material, content, software, technology, products, data or services not developed and provided by Sales DREAM, including without limitation the Customer Systems, Third Party Content, and Customer Content; (iii) Customer's or its Authorized Users' failure to use the Services in accordance with this Agreement or applicable laws or regulations or otherwise comply with the terms of this Agreement; (iv) any Customer Content, including with respect to any Communications; or (v) Customer's violation or alleged violation of Sections 1.1, 1.4, 1.6 or the Acceptable Use Policy found in Section 5.2. Sales DREAM will provide Customer with: (a) prompt written notice of; (b) control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, Sales DREAM will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Sales DREAM's own expense.

Customer Warranties. Customer represents, warrants, and covenants that (i) it will comply with all of its obligations under all applicable laws (including, without limitation, the CAN-SPAM Act), including (a) maintaining an accurate, current, and effective suppression list with respect to email communications, and (b) providing all notices and obtaining all consents necessary to send Communications, including any emails, prepared or initiated via the Services; (ii) the Communications do not infringe upon or violate any copyright, trademark, privacy, publicity, or other proprietary right of any third party; and (iii) it has and will maintain during the term of the Agreement all necessary right, title, interest, authorizations, and permissions to: (A) grant rights to, access, provide, provide access to, or request Sales DREAM access, disclose, or submit, any Customer Content and/or Feedback, and (B) access and permit Sales DREAM to access on Customer's behalf any Customer Systems and Customer Content, as applicable.

Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE SALES DREAM TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY SALES DREAM OR THROUGH THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS; (ii) SALES DREAM ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE SALES DREAM TECHNOLOGY AND ANY OUTPUT OR OTHER MATERIALS AND CONTENT MADE AVAILABLE BY SALES DREAM OR THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE OR RELIANCE. SALES DREAM ENTITIES DO NOT WARRANT ANY THIRD PARTY CONTENT OR FUNCTIONALITY. TO THE FULLEST EXTENT PERMITTED BY LAW, SALES DREAM ENTITIES DO NOT WARRANT THAT THE SALES DREAM TECHNOLOGY AND ANY OTHER OUPUT, MATERIALS, RECOMMENDATIONS OR CONTENT MADE AVAILABLE THROUGH THE SALES DREAM TECHNOLOGY (INCLUDING THE SERVICES) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE SALES DREAM TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND DETERMINING WHETHER OR NOT, OR HOW TO, USE ANY OUTPUT, CONTENT, MATERIALS OR DATA THAT IS MADE AVAILABLE VIA THE SERVICES. WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND SALES DREAM WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER BASED UPON ANY OUTPUT, CONTENT, MATERIALS OR DATA THAT IS PROVIDED BY THE SERVICES, REGARDLESS OF ANY RESULTS OR OUTPUT GENERATED BY THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, SALES DREAM ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER'S OR ITS AUTHORIZED USERS' USE OF OR ACCESS TO THE SALES DREAM TECHNOLOGY OR ANY OTHER OUTPUT, MATERIALS, DATA OR CONTENT THAT IS MADE AVAILABLE BY SALES DREAM OR THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER'S AND ITS AUTHORIZED USERS' USE OF THE SALES DREAM TECHNOLOGY (INCLUDING THE SERVICES) AND ANY OUTPUT, CONTENT, DATA OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM SALES DREAM OR THROUGH THE SALES DREAM TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY CUSTOMER SYSTEMS, IS AT CUSTOMER'S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, SALES DREAM ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S PROPERTY, INCLUDING ANY CUSTOMER SYSTEMS USED IN CONNECTION WITH THE SALES DREAM TECHNOLOGY OR ANY LOSS OF DATA OR CUSTOMER CONTENT.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SALES DREAM ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SALES DREAM ENTITIES' TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXCEPT FOR ANY ACTION BY SALES DREAM FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

Notice. PLEASE READ THIS SECTION (THE "ARBITRATION AGREEMENT") CAREFULLY. IT IS PART OF CUSTOMER'S CONTRACT WITH SALES DREAM AND AFFECTS CUSTOMER'S RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, Customer and Sales DREAM agree that any dispute, claim, disagreements arising out of or relating in any way to Customer's access to or use of the Services, any communications Customer receives, any products sold or distributed through the Services or this Agreement and prior versions of these T&Cs, including claims and disputes that arose between Customer and Sales DREAM before the effective date of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (i) Customer and Sales DREAM may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) Customer or Sales DREAM may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution. There might be instances when a Dispute arises between Customer and Sales DREAM. If that occurs, Sales DREAM is committed to working with Customer to reach a reasonable resolution. Customer and Sales DREAM agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome ("Informal Dispute Resolution"). Customer and Sales DREAM therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If Customer is represented by counsel, Customer's counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Sales DREAM that Customer intends to initiate an Informal Dispute Resolution Conference should be sent by email to support@thesalesdream.com The Notice must include: (1) Customer's name, telephone number, mailing address, e-mail address associated with Customer's Account (if Customer has one); (2) the name, telephone number, mailing address and e-mail address of Customer's counsel, if any; and (3) a description of Customer's Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and 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 Conference process required by this section.

Waiver of Jury Trial. CUSTOMER AND SALES DREAM HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Customer and Sales DREAM are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 8.2 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief. CUSTOMER AND SALES DREAM AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 8.10 (BATCH ARBITRATION), EACH OF THE PARTIES MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 8.10 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), Customer and Sales DREAM agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Sales DREAM from participating in a class-wide settlement of claims.

Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after Customer's receipt of Notice, Customer and Sales DREAM agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the Account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless Customer and Sales DREAM otherwise agree, or the Batch Arbitration process discussed in Section 8.10 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where Customer resides or New Castle, Delaware. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Customer's responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

Customer and Sales DREAM agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 8.10 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 8.5 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 8.5 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 8.5 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 8.10 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 8.10 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If Customer or Sales DREAM need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, Customer and Sales DREAM agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Sales DREAM by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall: (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").

All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Sales DREAM.

Customer and Sales DREAM agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt Out. Customer shall have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of Customer's decision to opt out to: The Sales DREAM 16350 Sohm Ct Eden Prairie, MN 55347, within thirty (30) days after first becoming subject to this Arbitration Agreement. Customer notice must include Customer's name and address, the email address associated with Customer's Account (if Customer has one), and an unequivocal statement that Customer wants to opt out of this Arbitration Agreement. If Customer opts out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to Customer. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that Customer may currently have, or may enter in the future, with Sales DREAM.

Invalidity; Expiration. Except as provided in Section 8.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. Customer further agrees that any Dispute that Customer has with Sales DREAM as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, Customer agrees that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification. Notwithstanding any provision in this Agreement to the contrary, Sales DREAM agrees that if Sales DREAM makes any future material change to this Arbitration Agreement, Sales DREAM will notify Customer. Unless Customer rejects the change within thirty (30) days of such change become effective by writing to Sales DREAM at 16350 Sohm Ct, Eden Prairie, MN 55347 Customer's continued use of the Services, including the acceptance of products and services offered on or through the Services following the posting of changes to this Arbitration Agreement constitutes Customer's acceptance of any such changes. Changes to this Arbitration Agreement do not provide Customer with a new opportunity to opt out of the Arbitration Agreement if Customer had previously agreed to a version of this Agreement and did not validly opt out of arbitration. If Customer rejects any change or update to this Arbitration Agreement, and Customer was bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to Customer's access to or use of the Services, any communications Customer receives, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date Customer first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Sales DREAM will continue to honor any valid opt outs of the Arbitration Agreement that Customer had made to a prior version of this Agreement.

Assignment. Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Sales DREAM may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Modifications to this Agreement. Sales DREAM may modify this Agreement from time to time by giving notice to Customer through Sales DREAM's online user interfaces, by sending Customer an email to an e-mail address associated with Customer's Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement. In the event that the last e-mail address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, Sales DREAM's dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes to this Agreement described in the notice. Unless a shorter period is specified by Sales DREAM (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer's current Subscription Term or entry into a new Order. If Sales DREAM specifies that the modifications to this Agreement will take effect prior to Customer's next renewal or Order and Customer notifies Sales DREAM in writing at support@thesalesdream.com of Customer's objection to the modifications within thirty (30) days after the date of such notice, Sales DREAM (at its option and as Customer's exclusive remedy) will either: (i) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect), or (ii) allow Customer to terminate this Agreement and receive a pro-rata refund of any pre-paid Services subscription fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer's acceptance of such modified version.

Publicity. Customer agrees that, unless otherwise stated in an Order, Sales DREAM shall have the right to use Customer's name and/or logo to identify Customer as a user of Sales DREAM's products and services on Sales DREAM's website and/or in other marketing materials.

Export Controls; Government Rights. Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Sales DREAM Technology or any technical information about the Sales DREAM Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export. Customer hereby represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. The Sales DREAM Technology is deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

Miscellaneous. This Agreement (together with the Orders) is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. In the event of any conflict between the terms of an Order and the terms of this Agreement, the terms of this Agreement will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in this Agreement. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Sales DREAM to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof. Except as set forth in Section 9.4, this Agreement may only be amended by a writing signed by both parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Any required notice shall be given in writing by customary means with receipt confirmed. Notices to Customer shall be sent to the address set forth on the Order. Notices to Sales DREAM shall be given to support@thesalesdream.com Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courtier service, or three (3) days after deposit in the mail. The relationship between the parties shall be that of independent contractors. Sales DREAM may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.