Mobile Application End User Agreement

This Mobile Application End User Agreement ("Agreement") is a binding agreement between ("you") and Toremy LLC. You are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), “you, your” means your entity and you are binding your entity to this Agreement. This Agreement governs your use of the One Stop Adjuster (OSA) mobile application for Apple iOS or Google Android operating systems (including all related documentation, the "Application"). Toremy LLC may modify this Agreement from time to time, subject to the terms of this Agreement.

The ”Effective Date” of this Agreement is the date which is your initial access to or use of the Mobile Application as defined below.

By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of downloading, using or accessing the application, you indicate your assent to be bound by this agreement and you:

(a) acknowledge that you have read and understand this agreement;

(b) signify that you are of a legal age to enter into a legal and binding agreement; 

(c) acknowledge and agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and replaces and supersedes all prior or agreements, representations, understandings, and communications, whether oral or written, between Toremy LLC and you; and  

(d) accept this agreement and agree that you are legally bound by its:

1. License Grant: Subject to the terms of this Agreement, Toremy LLC grants you a limited, non-exclusive, non-sublicensable and nontransferable license to send and receive Data transmitted between OSA and you via an electronic data interchange bridge.

2. License Restrictions: Licensee shall not:  

(a) copy the Application, except as expressly permitted by this Agreement; 

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; 

(d) remove, delete, alter, or obscure any trademarks or any copyright trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof; 

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time with the exception of your own employees and independent contractors; or 

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application. 

3. Reservation of Rights: You acknowledge and agree that the Application is made available for use, it is licensed and not sold to you. You acknowledge and agree that this Agreement does not transfer to you any Toremy LLC or third-party intellectual property rights. Toremy LLC and its licensors and service providers reserve and retain their entire right, title, and interest in the Application, including all copyrights, trademarks, and other intellectual property rights or relating to, except as expressly granted to you in this Agreement. 

4. Collection and Use of Your Information: You acknowledge that when you install, download, or use the Application, Toremy LLC may use automated means (including but not limited to, cookies and web beacons) to collect information about your computer system or mobile device and about your use of the Application. You may also be required to provide information about yourself as a condition of installing, downloading, or using the Application or any of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By installing, downloading, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

(a) Toremy LLC does not store any information that is inputted into the Application or transmitted to or from your computer systems or mobile devices. You acknowledge that you are solely responsible for any and all information input into the Application whether transmitted or not.

5. Open-Source Software: Any part of the Application that utilizes or contains Open-Source Software is made available under the terms of the open-source license agreements referenced in the applicable distribution or the applicable help, notices, about or source files or documentation. Copyrights and other proprietary rights to the Open-Source Software are held by the copyright holders identified in the applicable distribution or the applicable help, notices, about or source files or Documentation. Toremy LLC shall not include any code licensed under and “viral” or “copyleft” license.            

6. Updates: Toremy LLC may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches or other 

error corrections and/or new features including related documentation, generally referred to as “Updates”.  Updates may also modify or delete in their entirety certain features and 

functionality. You agree that Toremy LLC has no obligation to provide any Updates or to 

continue to provide or enable any particular features or functionality. Based on your 

computer system or mobile device settings, when your computer system or mobile device is connected to the internet either: 

(a) the Application will automatically download and install all available 

Updates; or 

(b) you may receive notice or be prompted to download and install available Updates.  

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. 

7. Feedback: Upon submitting any Customer or User suggestions, proposals, ideas, recommendations, bug reports, ideas, improvements or other feedback regarding the Application (“Feedback”), you grant to Toremy LLC a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit feedback (including by incorporation of such feedback into other Toremy LLC products without restriction.  Feedback expressly excludes any Customer Confidential Information and Customer Data. 

8. Security: You and Toremy LLC will maintain reasonable administrative, physical, and technical security measures consistent with applicable law and current prevailing security practices and that are intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Customer’s Data. Such additional measures will include compliance with the Security and Privacy Guidelines, Exhibit A. You acknowledge that the Security and Privacy Guidelines may be updated from time to time and communicated to you as updates are implemented.

9. Confidentiality: Each party agrees that all information of a confidential or proprietary nature disclosed by one party the other, or any of its affiliates, employees, or contractors whether in writing, orally, or through tangible methods that the disclosing party designates as confidential or proprietary will be treated as confidential. Each party further agrees to only share such confidential or proprietary information with employees that have a need to know. Each party further agrees that much, if not all the material and information which will come into the possession of each party consists of confidential material and will be treated as such. Exceptions to this would be any information that can be proven to be held by the other party prior to this agreement that was not held under a Non-Disclosure Agreement or was in the public domain at the time the party became aware of the confidential or proprietary information. Either party may reasonably request that the other party return or destroy withing thirty days such confidential or proprietary information in writing and acknowledge in writing that the request has been completed.

(a) Injunctive Relief. You acknowledge that breach of the confidentiality obligations may cause irreparable harm to Toremy LLC, the extent of which may be difficult to ascertain. Accordingly, you agree that Toremy LLC may be entitled to seek immediate injunctive relief in the event of breach of an obligation of confidentiality by you, and that Toremy LLC shall not be required to post a bond or show irreparable harm in order to obtain such injunctive relief.

10. Changes to this Agreement: Any modifications to this Agreement must be set forth in writing and disclosed within the Application.

11. Term and Termination: 

(a) The term of Agreement commences when you download/install the Application and will continue in effect until terminated by you or Toremy LLC as set forth in this Agreement.

(b) Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. 

(c) Upon termination all rights granted to you under this Agreement will also terminate; and you must cease all use of the Application and delete all copies of the Application from your computer systems or mobile devices and accounts. 

(d) Termination will not limit any of Toremy LLC’s rights or remedies at law or 

in equity. 

12. Disclaimer of Warranties: THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TOREMY LLC, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION 

WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF 

THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

13. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOREMY LLC OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO 

YOUR USE OF OR INABILITY TO USE THE APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING 

NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. 

14. Indemnification: You agree to indemnify, defend, and hold harmless Toremy LLC and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that Toremy LLC assumes no responsibility for the content you submit or make available through this Application. 

15.) Force Majeure: Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), pandemic, infestation, governmental order, or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism. All invoices due to Toremy LLC must still be paid according to the Statement of Fees.

16. Export Regulation: The Application may be subject to US export control laws, 

including the US Export Administration Act and its associated regulations. You shall not, 

directly or indirectly, export, re-export or release the Application to, or make the 

Application accessible from, any jurisdiction or country to which export, re-export or 

release is prohibited by law, rule or regulation. You shall comply with all applicable 

federal laws, regulations and rules, and complete all required undertakings (including 

obtaining any necessary export license or other governmental approval), prior to 

exporting, re-exporting, releasing or otherwise making the Application available outside 

the US.  

17. Severability: If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would be valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

18. Dispute Resolution: If a dispute arises under this Agreement, the parties agree to first submit the dispute to a mutually agreed-upon mediator in Baldwin County, Alabama. Any costs and fees other than attorney fees associated with the mediation will be shared equally between the parties. If the dispute is not resolved within 30 days after it is referred to the mediator, the Parties agree that the matter may be resolved in a court of law. If any court action is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled.

Independent Contractor: Nothing in this Agreement creates a partnership or joint venture relationship. This Agreement is non-exclusive in nature and neither party shall limit the other from independently creating and marketing other products or services.

19. Governing Law: This Agreement is governed by and construed in accordance 

with the internal laws of the State of Alabama without giving effect to any choice or 

conflict of law provision or rule. Any legal suit, action or proceeding arising out of or 

related to this Agreement or the Application shall be instituted exclusively in  

the courts of the State of Alabama located in Baldwin County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

20. Waiver: You hereby covenants and agrees to release, indemnify, defend, save and hold harmless Toremy LLC and their respective members, officers, directors, employees, independent contractors, subcontractors, agents, volunteers, heirs, successors, assignees, and owners from and against any and all loss, cost (including attorneys’ fees), damage, expense, and liability (including statutory liability and liability under workers’ compensation laws) in connection with claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings, arising out of any act of neglect by you, your agents, employees, contractors, clients, invitees, representatives, with respect to this Agreement. This indemnity shall survive the termination of this Agreement. Client hereby releases Toremy, LLC from any and all liability or responsibility to you or anyone claiming through or under you by way of subrogation. This Waiver and release of liability shall be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law.