• Term. This Agreement begins on the date that you access the Services (the “Effective Date”) and will continue until CI discontinues the Services or either party terminates this Agreement.

• Use of Services. You may use the Services for internal business purposes only. You will not, and will not permit any third party to: (1) alter, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the method of operation of the Services; (2) interfere in any manner with the hosting of the Services; (3) use the Services for other than your own internal business purposes; (4) use the Services for purposes of providing outsourcing, service bureau, hosting, application service provider or online services to third parties, or otherwise make available the Services to any third party; or (5) use or access the Services except as explicitly permitted by this Agreement.

• Ownership. CI will retain ownership of all right, title, and interest in all software, hardware, data, materials, processes, designs, formats, methodologies, algorithms, tools and any other information and technology used by or on behalf of CI to provide the Services as well as any updates, upgrades, enhancements, modifications, derivatives, improvements and translations thereto or thereof, and all worldwide intellectual property and proprietary rights therein or relating thereto. The Services consist, in part, of access to third party text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content (“Third-Party Content”). CI has no ownership rights in the Third Party Content. Any Third Party Content accessible through the Services will remain the property of the third party owner, author or provider of that Third-Party Content. No license or other ownership rights are granted to you under this Agreement.

• Termination and Suspension. CI may suspend your access to the Services for any reason at any time.

• Representations and Warranties. You represent and warrant to CI that: (a) the execution and performance of this Agreement has been duly authorized; (b) this Agreement is a valid and legally binding obligation enforceable against you in accordance with its terms; and (c) you will at all times comply with all applicable laws and regulations.

• Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND CI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, COMPREHENSIVENESS, SECURITY OR USEFULNESS OF THE SERVICES OR WORK PRODUCT. CI DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, CI DOES NOT WARRANT THAT THE SERVICES OR WORK PRODUCT WILL MEET YOUR EXPECTATIONS OR BE SECURE, ACCURATE OR ERROR-FREE, UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM. CI WILL NOT BE HELD RESPONSIBLE FOR ANY PROBLEMS WITH THE SERVICES ATTRIBUTABLE TO THE INTERNET OR YOUR OR ANY USER’S NETWORK OR ABILITY TO ACCESS THE INTERNET.

• Limitation of Liability. CI WILL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT CI WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, LOST DATA OR INFORMATION, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR INJURY TO REPUTATION.

• Additional Provisions. This Agreement supersedes any oral or written understandings between the parties relating to the subject matter herein. Capitalized terms have the meanings given to them in this Agreement. Any capitalized terms not defined in this Agreement have their plain English (US) meanings. This Agreement may be changed or modified only by a writing signed by authorized representatives of both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. This Agreement will be governed and construed in accordance with the laws of the State of Colorado without giving effect to its conflict of laws principles. Both parties submit to personal jurisdiction in Colorado and further agree that any cause of action arising under this Agreement will be brought in a court in Denver, Colorado. This Agreement will not create any agency, joint venture, or partnership relationship between the parties. If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby to the greatest extent possible.