End-User License Agreement

IMPORTANT! PLEASE READ CAREFULLY.

This End-User License Agreement (“EULA”) is a legal agreement between you (“You”) and Frequency, Inc. (“Frequency”). This EULA specifies the terms under which You may access and use this platform (the “Platform”). Please read this EULA carefully before accessing and using the Platform, because by using it, clicking “I Agree,” or otherwise manifesting your assent to this EULA, You agree to be bound by the terms of this EULA. If You do not agree to (or cannot comply with) all of the terms of this EULA, do not access or use the Platform.

For the purposes of this EULA, the Platform is defined to include the object code for the Platform; the data, databases, and data structures incorporated into the Platform; all associated printed materials; online or electronic documentation; and the physical media on which any of the foregoing is reproduced or distributed.

1. License Grant

The Platform is licensed, not sold. Frequency grants to You a personal, non-transferable, and non-exclusive limited license to access and use the Platform solely for the internal business purposes of Your employer and solely during the term within which Your employer is licensed to access and use the Platform.

2. Intellectual Property

Frequency owns all right, title, and interest in and to, or is duly licensed under or otherwise authorized to use by its suppliers, the Platform and all intellectual property rights in and to the Platform. No license or other right is granted herein except for the rights specifically set forth herein. By using the Platform, You (i) acknowledge and agree not to contest Frequency’s proprietary rights in the Platform; and (ii) agree not to disclose any confidential information of Frequency regarding the Platform (including the Platform itself) or that is otherwise disclosed to You in connection with this EULA, unless such disclosure is expressly allowed by this EULA.

3. Restrictions

You will not (and will not authorize any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (ii) modify, adapt, or translate the Platform; (iii) make any copies of the Platform; (iv) resell, distribute, or sublicense the Platform; (v) remove or modify any proprietary markings or restrictive legends placed on the Platform; (vi) use the Platform in violation of any applicable law or regulation or for any purpose not specifically permitted in this EULA; or (vii) introduce into the Platform any software, virus, worm, “back door,” Trojan Horse, or similar harmful code. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion of the rights granted to You hereunder to Frequency.

4. Disclaimer of Warranty

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” FREQUENCY MAKES NO, AND HEREBY DISCLAIMS ALL, EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH REGARD TO PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT FREQUENCY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY OR OTHERWISE, IN NO EVENT SHALL FREQUENCY OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION/DATA, OR ANY OTHER PECUNIARY LOSS OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF FREQUENCY OR ITS SUPPLIER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FREQUENCY OR ITS SUPPLIERS BE LIABLE FOR ANY CLAIM BY A THIRD PARTY. IN NO EVENT SHALL FREQUENCY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED TEN U.S. DOLLARS (US$10.00).

6. Export Laws

You may not use or otherwise export or re-export the Platform except as authorized by United States law and the laws of the jurisdiction in which the Platform was obtained. In particular, but without limitation, the Platform may not be exported or re-exported, without proper authorization pursuant to U.S. law, (i) into (or to a national or resident of) any country, or to a person, subject to U.S. economic sanctions or other trade controls applicable to the Platform; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Denied Persons List, Unverified Parties List, Entities List, or the U.S. State Department’s list of Debarred Parties; or (iii) otherwise in violation of or as prohibited by the laws, rules, regulations, or administrative orders of the U.S., or any unit, agency, or department thereof. By using the Platform, You represent and warrant that You are not located in, under control of, or a national or resident of any such country or on any such list or order, or subject to any such prohibition.

7. General

a. Governing Law and Jurisdiction

This EULA shall be governed by the laws of the State of New York without regard to principles of conflicts of laws. Any disputes relating hereto shall be adjudicated only in the state or federal courts in the State of New York, Borough of Manhattan, and You hereby consent to the exclusive jurisdiction of said courts. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

b. Modifications

No modification or waiver of any provision of this EULA, nor consent to any departure herefrom shall in any event be effective unless the same shall be in writing and signed by an authorized representative of Frequency.

c. Severability

If for any reason a court of competent jurisdiction finds any provision of this EULA, or portion thereof, to be unenforceable, that provision of the EULA shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA shall continue in full force and effect.

d. No Waiver

Unless otherwise agreed herein, no delay or failure on the part of any party in exercising any right hereunder shall impair any such right or any remedy of such party nor shall it be construed to be a waiver of any continuing breach or default hereunder or any acquiescence therein or of any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default hereunder be deemed a waiver of any other breach theretofore or thereafter occurring.

e. Headings

The headings of the paragraphs herein are for convenience of reference only and are not to be considered in construing this EULA.

f. Complete Agreement

This EULA contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES.