1. In consideration of TJC Innovations granting You an account through which You can access to the TLore trainer operations service, located at www.tlore.net, the ("TLore Service") and Your continued use and access to the TLore Service via Your account ("Account"), You agree to provide TLore with the information requested by TJC Innovations for establishing Yourself as a user of the TLore Service under this Agreement.
2. You hereby represent that all registration information You submit to the TLore system regarding Yourself and Your billing information is true, accurate, current, and complete (such information being herein referred to as "Registration Data"). You further agree to maintain and promptly update such Registration Data as necessary from time to time to keep it true, accurate, current, and complete. If You provide any information that is untrue, inaccurate, not current, or incomplete, or if TLore has reasonable grounds to suspect that Your Registration Data is untrue, inaccurate, not current, or incomplete, then TLore may immediately suspend or terminate Your account and refuse any and all current or future use of the TLore Service.
3. Your Account is password protected. You may share Your account login information and password with Your employees, contractors, consultants, and other personnel (collectively, "Personnel") in order to best utilize the services offered via the TLore Service. To protect the security of the information available on Your Account, You must supervise the use of Your Account by the Personnel with whom You share Your credentials. You hereby agree that You are solely and fully responsible for the acts or omissions of any Personnel who utilize Your credentials to access the TLore Service and in no event shall TJC Innovations bear any liability or responsibility for the actions of any person accessing Your Account by using Your Account credentials.
4. As the registrant for Your Account, You and the Personnel You authorize to access Your Account are, severally and jointly, deemed as Your authorized representatives, and any decision or action made by any such Personnel, is deemed as a decision or action by You. Your Personnel may assign or add other persons with authorization to access to Your Account, which possess important privileges and controls over access to the information and Services available through Your Account, including, without limitation: (i) control Your (and other users) use of the Account; (ii) access to varying amounts of information within Your Account; (ii) create, monitor or modify Users' (as defined in Subsection 1.5 below) actions and permissions; (iii) manage the access to, control, remove, share information or distribute information from within Your Account; (iv) assign certain privileges to such other users; and (v) integrate or disable integration with Third Party Services, such as Stripe.
5. There are several types of Account users (not including You or Your Personnel) who may access the information in Your Account via their own personal TLore Service Accounts, such as Your customers, Your service providers and any other users who have their own TLore Accounts whom You permit to access Your Account, all of whom are referred to herein, collectively with the as "Users". The features, functionalities, and privileges available to the Users are determined by the person granting access to such functionalities and privileges within Your Account using Your credentials.
6. You are solely liable and responsible for ensuring that You and Your Personnel understand the settings, privileges and controls for the TLore Service and for controlling whom You permit to access and use Your credentials or become a User and what are the settings and privileges for such Personnel or User, including without limitation, the right for Personnel to invite or add Users and control the granting of permissions. You are responsible for the activities of all of Your Personnel and Users (whether granted TLore Service access by You or Your Personnel). Further, You acknowledge that any action taken by Personnel or a User within Your Account, may be deemed by TJC Innovations as an authorized action by You, hence You shall have no claims against TJC Innovations for any losses to the extent that such losses arise from any actions or inactions by Your Personnel or Users.
7. TJC Innovations respects Your privacy. Personal Information obtained TJC Innovations during registration shall at all times be subject to TJC Innovations' Privacy Policy (located at: www.equineline.com/dotCommonPrivacyPolicyDisplay.cfm) which constitutes an integral part of this Agreement ("Privacy Policy"). TJC Innovations reserves the right to modify the Privacy Policy in its discretion from time to time. Therefore, it is recommended that You read the Privacy Policy periodically. Continued use of the TLore Service after any such changes shall constitute Your consent to such changes. Our Privacy policy serves as an integral part of this Agreement. Notwithstanding anything in these Terms to the contrary, We may update, amend or modify the Privacy Policy at any time without making any corresponding changes to these Terms. In the event that We modify the Privacy Policy, We will provide You with notice of that We have made changes via the email address You provided when You registered for Your Account (or another address that You subsequently provide to us via Your Account.) Should You wish to terminate Your Account and this agreement with TJC Innovations, You must discontinue Your use of the TLore Service and send notice to Us of Your termination of our agreement by sending notice to Us at the address specified in Section 10.
8. Cookies are alphanumeric identifiers that We transfer to Your computer's hard drive through Your web browser to enable our systems to recognize Your browser and tell Us how and when pages in the TLore Service are visited and by how many people. These cookies do not collect personal information, and We do not combine information collected through cookies with other personal information. In addition to the information that You share with us, the TLore Service uses standard log files. These logs include Internet Protocol (IP) addresses, browser type, Internet service provider (ISP), and page information to administer our website, refine content and flow, and to gather broad demographic information for aggregate use.

1. During the term of this Agreement, TJC Innovations hereby grants You (and Your authorized Personnel) a limited, non-transferable, non-exclusive license to access and use TJC Innovations' copyright-protected TLore Trainer Service ("TLore Service") for the term of Your subscription period with TLore.
2. Except as otherwise explicitly stated in this Section 2, Your Account shall be limited in its use of the data and information provided by TJC Innovations via the TLore Service ("Licensed Data") to support of Your internal business operations. Notwithstanding the foregoing, subject to the individual User assent to these Terms, You may cause the TLore System to distribute discrete elements of the Licensed Data to a single website ("Customer Website") that You own and/or control for display on such Customer Website, provided in all cases that the following has occurred prior to the display of Licensed Data on Your Customer Website:
   • The Customer Website must contain terms of use contract agreements (or the like) which meet all of the requirements of Section 2.3 of this Agreement; and
   • The Licensed Data that is displayed shall be limited to only those data elements relating to those horses who You have identified as horses in Your TLore Service inventory.
   The Licensed Data will be distributed to You in a file format to be determined by TJC Innovations, such format shall be made known and provided to You in a timely manner. TJC Innovations reserves the right to unilaterally change such format upon notice to You. In addition to the limitations of liability set forth below in this Agreement, TJC Innovations shall not be liable to You or any third party for any losses suffered due to a malfunction of the TJC Innovations computer system, for whatever reason other than willful misconduct or gross negligence on the part of TJC Innovations or its third-party technology providers.
3. You shall ensure that use of Your Customer Website is subject to website terms and conditions ("Customer Terms") that include the following provisions:
   • "[You] agree that You will only use the horse-related and horse racing-related information and data displayed to You via this website ("Displayed Data") for Your own personal use and for no other purpose whatsoever.
   • TJC Innovations, The Jockey Club and Equibase Company LLC (collectively, the "Data Providers") shall not be responsible for any incorrect or inaccurate information no matter what the cause and none of the Data Providers shall have any responsibility or liability arising directly or indirectly from any error, omission, or defect in the Displayed Data
   • None of the Data Providers shall be responsible for injury or damage to Your or to any other person's computer, software, servers or any peripherals related to or resulting from using the Displayed Data.
   • IN NO EVENT WILL THE DATA PROVIDERS, THEIR LICENSEES AND/OR THEIR PARENTS, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, THEIR ADVERTISING OR PROMOTION AGENCIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO AND USE OF OR RELIANCE UPON THE DISPLAYED DATA. WITHOUT LIMITING THE FOREGOING, ALL DATA IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TIMELINESS, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
   • IN NO EVENT WILL THE DATA PROVIDERS, THEIR LICENSEES AND/OR THEIR PARENTS, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, THEIR ADVERTISING OR PROMOTION AGENCIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND RESULTING FROM RACING-RELATED OR TRAINING-RELATED DECISIONS RELATING TO ANY HORSE THAT YOU HAVE ANY INTEREST (OWNERSHIP OR OTHERWISE) IN.
   • You agree and acknowledge that the foregoing limitations represent a reasonable allocation of risk and that they shall apply notwithstanding the failure of essential purpose of any limited remedy.
   You agree that the provisions of this Section 2.3 are material to this Agreement. Notwithstanding anything contained in this Agreement to the contrary, TJC Innovations may immediately cease supplying the Licensed Data should (a) Your Customer Website display or link to content that TJC Innovations reasonably believes to be inappropriate content, such as, without limitation, an unauthorized wagering or a pornographic content or (b) You use the TLore Service or operate Your Customer Website in violation of our Acceptable Use Policy, attached to these Terms as Exhibit A.
4. As a licensee, You have no ownership right to the TLore Service, the Licensed Data, or any part thereof. TJC Innovations retains title and ownership of the TLore Service and the portions of the Licensed Data subject to TJC Innovations' own proprietary rights. The licenses granted hereunder do not constitute the sale of any part of the TLore Service or Licensed Data to You. Except as expressly set out in Subsection 2.2, in no event shall You publicly display or otherwise distribute the Licensed Data in any way. You agree that in no event shall You download or database the Licensed Data or scrape the same from the TLore Service at any time. In no event shall You redistribute the Licensed Data, database the Licensed Data, create derivative works including the Licensed Data or conduct any analyses involving the Licensed Data. Should You wish to use the Licensed Data in a manner not permitted by this Agreement, You shall apply for a separate license, the terms, conditions and fees for which will be the subject of a separate agreement. It is understood, however, that TJC Innovations is under no obligation to grant any such additional licenses to You.
5. The TLore Service enables You to upload equine data and information, personal data and information, documents and images to the TLore Service for use by You, Your Personnel and Users ("Customer Material"). You retain all right, title and interest in and to the Customer Material, in the form submitted to the TLore Service. You hereby grant to TJC Innovations a non-exclusive, royalty-free, license to access, use, process, copy, distribute, perform, export, and display the Customer Material, and solely to the extent that reformatting Customer Material for display in the TLore Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The aforementioned license is hereby granted solely: (a) to maintain and provide the TLore Service; (b) to prevent or address technical, fraud or security issues and resolve support requests; (c) to investigate when We have a good faith belief, or have received a complaint alleging, that such Customer Material is in violation of these Terms; (d) to comply with a valid legal subpoena, request, or other lawful process; and (e) as expressly permitted in writing by You.
6. You represent and warrant that: (i) You have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Material that You submit, post or display on or through the TLore Service; (ii) the Customer Material is in compliance with, and subject to, TJC Innovations' Acceptable Use Policy (see Exhibit 1); and (iii) the Customer Material You submit, Your use of such Customer Material, and our use of such Customer Material, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation ("Laws"); (c) violate any of Your or third party's policies and terms governing the Customer Material. Other than our confidentiality obligations expressly set forth in Section 11, We assume no responsibility or liability for Customer Material, and You shall be solely responsible for Customer Material and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that TJC Innovations shall not monitor and/or moderate the Customer Material and there shall be no claim against TJC Innovations for not doing such.
7. No Sensitive Data. You shall not submit to the TLore Service any data or information that is protected under a special legislation and requires a unique treatment, including, without limitations, (a) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (b) any protected health information subject to the Health Insurance Portability and Accountability Act ("HIPAA") and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.
8. TJC Innovations agrees that within a reasonable time following the termination of these Terms (not to be less than 12 months after such termination) that TJC Innovations will delete and purge the Customer Material from TJC Innovations' own systems. Upon the termination of this Agreement, the rights granted to You under this Agreement (including, without limitation, the right to display the Licensed Data on Your Customer Website) shall immediately terminate.
9. We may add, modify or discontinue any feature, functionality or any other tool within any portion of the TLore Service, at our own discretion and without further notice, however, if We make any material adverse change in the core functionality of the TLore Service, then We will notify You by posting an announcement within the TLore Service and/or by sending You an email.
10. Except as expressly permitted in these Terms, You may not, and shall not allow a User or any third party to: (a) circumvent, disable or otherwise interfere with security-related features of the TLore Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the TLore Service; (b) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the TLore Service, or any components thereof; (c) copy, modify, translate, patch, improve, alter, change or create any derivative works of the TLore Service, or any part thereof; (d) take any action that imposes or may impose (at TJC Innovations' sole discretion) an unreasonable or disproportionately large load on the TLore Service infrastructure; (e) copy, sell, resell, rent, or sublicense (including providing Service to third parties on an applications service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of the TLore Service, use of the TLore Service, or access to the TLore Service; (f) not to access the TLore Service by any means other than through the user interface provided by TJC Innovations for accessing and using the TLore Service; (g) interfere or attempt to interfere with the integrity or proper working of the TLore Service, or any related activities; (h) use the TLore Service for competitive purposes, including to develop or enhance a competing service or product; or (i) encourage or assist any third party (including other Users) to do any of the foregoing.
11. TJC Innovations is continuously striving to improve Your experience with the TLore Service, and the value You receive from using the TLore Service. We welcome Your constructive feedback regarding the TLore features and functions. From time to time, We may make reasonable inquiries regarding such feedback from You. Any comments, suggestions, or ideas You provide to TJC Innovations, as part of Your feedback, shall be owned solely by TJC Innovations (and, to the extent necessary, our affiliate technology service providers) and be freely used by TJC Innovations and may be included in the TLore Service and for use by all users, at TJC Innovations' sole discretion. Should You have any specific request for customized features for Your sole and exclusive use within the TLore Service, please contact TJC Innovations in writing with clear indication that such request is for confidential customized features for private use and, to the extent that TJC Innovations wishes to entertain such request (there being no obligation to do so), it may respond with a request for negotiation of terms and costs under a separate Confidential Customized Development Agreement.
12. Should You choose to use the portion of the TLore Service relating to the exchange of information with the Horseracing Integrity and Safety Authority, Inc. ("HISA") You hereby:
    • Grant Us the right to furnish HISA with information that You provide to us for the purpose of redistribution to HISA;
    • Acknowledge and agree that in allowing the sharing of information between You and HISA, TJC Innovations is merely acting as a conduit of this information and in no event shall We be responsible for or have any liability for compliance with Your HISA-related regulatory obligations (or Your non-compliance with such regulatory obligations; and
    • Agree that the TLore Service is not designed to ensure Your compliance with HISA's regulations and that it is Your responsibility to ensure Your own compliance with such regulations
13. All racing and breeding vernacular used in this Agreement shall be interpreted in accordance with standard Thoroughbred principles, as determined, in good faith, by TJC Innovations.

1. All billing is on a monthly basis and charged in advance on the first of each calendar month. All fees are stated in U.S. dollars and are accessible (a) at https://tlore.net/ (see "Pricing"), (b) in the rate sheet We make available through the TLore Service and/or (c) on the notification board that is presented to You upon Your login to the TLore System.
2. Billing charges are based on the previous calendar month usage of the general TLore Service as well as any additional services You order as part of the TLore Service. Monthly bills may be paid with personal check, a major credit card or via an automated clearing house (ACH) payment via Your bank.
3. While TJC Innovations strives to improve the value You receive from the TLore Service, there may be increasing costs of developing, maintaining, expanding and supporting features and functions for the TLore Service. Accordingly, TJC Innovations reserves the right to modify its monthly charges with reasonable advance notice to You. You agree to pay the then-current monthly charge for access to and use of the TLore Service. If You disagree with a then-current monthly charge, Your sole remedy shall be to promptly cease all access and use of the TLore Service and to terminate this agreement as set forth in these Terms.
4. TJC Innovations offers a "30-Day Free Trial For New Clients" relating to the TLore Service. If You are a new client signing on to this website (i.e., You have never been a TLore Account holder) You are permitted free use of the web site for a 30 days trial period and until the first of the following calendar month, at which time You will be billed on a monthly basis thereafter according to these Terms, including, without limitation, the provisions of Subsection 3.1. For the avoidance of doubt, all use of the TLore Service under this Subsection 3.4 shall be subject to the entirety of these Terms.
5. The aforementioned fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of purchase or sale of the TLore Services hereunder ("Taxes"). To the extent that TJC Innovations may be responsible for the collection of any such Taxes, TJC Innovations may include the additional tax to be collected as an additional line item on Your invoice and You hereby agree to pay such Taxes in accordance with the terms of this Section 3.
6. All fees due to TJC Innovations at the time of the termination of this Agreement shall become due and payable as of the date of such termination.

In the event that You choose to utilize the Stripe Service (defined below), the following terms shall also apply:

1. Within the TLore Service, TJC Innovations agrees to enable the third party payment platform, Stripe (provided by Stripe, Inc.), to facilitate use of the Stripe, Inc. payment processing service for automated clearing house (ACH), credit and debit card transactions through or in association with Customer's own Stripe account ("Stripe Service"). By using the Stripe Service, You agree to be bound by and to comply with all of the obligations applicable to You under Stripe's Terms of Service and other Stripe-required or maintained agreements (see, www.stripe.com) and any other agreements or requirements of Stripe, Inc. (collectively, the "Stripe Terms").
2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WHATSOEVER SHALL TJC INNOVATIONS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS, MISDIRECTED FUNDS, CHARGEBACKS OR FOR ANY AND ALL LOSSES THAT OCCUR THROUGH OR IN CONNECTION WITH USE OF THE STRIPE SERVICE. ACCORDINGLY, TJC INNOVATIONS IS NOT AND SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS OR DAMAGE FROM ERRONEOUS, FRAUDULENT, ERRANT OR INVALID TRANSACTIONS PROCESSED IN CONNECTION WITH THE STRIPE SERVICE. THE LIMITATIONS IN THIS SECTION 3 INCLUDE, WITHOUT LIMITATION, TRANSACTIONS THAT WERE NOT PROCESSED DUE TO A NETWORK COMMUNICATION ERROR, OR AS A RESULT OF ANY OTHER CAUSE OR REASON.
3. You are responsible for all transactions (one-time, recurring, and refunds) processed through or in connection with the Stripe Service. TJC Innovations will not act as a broker to process any refunds for any third parties and all refunds will occur through Your Stripe account. If You process a transaction through the Stripe Service, You agree that it is Your sole responsibility to verify that the transaction was successfully processed. You agree and acknowledge that it is Your responsibility to review and ensure that all payments are credited against the proper invoices or charges in all circumstances including, without limitation, overpayments.
4. You understand and agree that TJC Innovations uses the Stripe-provided application interface software in order to provide the Stripe Service as a part of the TLore Service for Your convenience and that the Stripe API is subject to change at any time and such changes may adversely affect the TLore Service or Your ability to utilize the Stripe Service.
5. YOU UNDERSTAND AND AGREE TO NOT HOLD TJC INNOVATIONS LIABLE FOR OR SEEK COMPENSATION FROM TJC INNOVATIONS OR REIMBURSEMENT FROM TJC INNOVATIONS FOR ANY ADVERSE EFFECTS (INCLUDING, WITHOUT LIMITATION, COSTS, LOSSES, DAMAGES OR EXPENSES) THAT ACTIONS OR INACTIONS (IN EACH CASE, WHETHER INTENTIONAL OR UNINTENTIONAL) ON THE PART OF STRIPE MAY CAUSE TO YOU, YOUR STRIPE ACCOUNT, OR YOUR BUSINESS.
6. In no event shall TJC Innovations be obligated to maintain the availability of the Stripe Service and TJC Innovations shall have the right to terminate the Stripe Service within the TLore Service or Your access to the Stripe Service at any time.

In the event that You choose to utilize the document and other file upload and storage functionality ("Document Service") within TLore Service, the following terms shall also apply:

1. TJC Innovations hereby grants You a limited, non-exclusive license for the term of this agreement to upload Your own equine-related documents and other materials ("Imported Documents") into the TLore Service system for access from Your own TLore Service Account.
2. Upon uploading any Imported Data to TLore Service, You hereby grant to TJC Innovations a non-exclusive, limited license to use, database and display Your Imported Documents as reasonably necessary to enable Your and Your Personnel's access to Your Imported Documents within Your Account.
3. You agree that Your use of the Document Service shall be in compliance with the Acceptable Use Policy at all times.

1. The agreement set forth via these Terms (and the licenses granted hereunder) shall be effective until terminated by You or by TJC Innovations as provided for herein. Either party may terminate this agreement upon 3o-days' written notice to the other party. If such notice is being sent by TJC Innovations, it shall be sent to the email address You provided when registering for the TLore Service (as updated by You from time to time). If You are sending a termination notice to TJC Innovations, You shall send it to tlore-notify@tjcis.com.
2. Either party may terminate this Agreement if the other party breaches a material term or covenant hereof. If a material breach occurs, the non-defaulting party will have the option to terminate this Agreement by delivering notice of termination to the defaulting party. The defaulting party will then have 10 days after the date of such notice in which to cure the default, and failing to do so, this Agreement will terminate effective at the end of said 10-day period.
3. Other provisions within these Terms allow for termination of this agreement under certain circumstances. In those circumstances, the other provisions control over the provisions of Subsection 9.3.
4. Upon termination of this Agreement, for any reason, You shall no longer have access to the TLore Service.

• If sent by You to TJC Innovations, such notices shall be sent by certified or registered mail, return receipt requested and postage prepaid, hand delivered, sent by express mail service or other verified overnight courier service to:

  Attn: Legal Department
  TJC Innovations
  821 Corporate Drive
  Lexington, KY 40503

  The date any such notice shall be deemed given and received is: (i) if hand delivered, on the date of hand delivery; (ii) if sent by registered or certified mail, 5 business days following the posting of the mail; or (iii) if sent by express mail or other verified overnight courier service, the next business date following delivery to the post office or overnight delivery service.

• If sent by TJC Innovations to You, such notices shall be sent to the email address that You provided when registering for the TLore Service, as updated by You from time to time.

1. TJC Innovations represents and warrants to Customer that:
   • TJC Innovations is the sole owner of all rights, title and interest in and to the TLore Service; and
   • TJC Innovations is not aware of any actual or potential violation, infringement or misappropriation of any third party's rights (or any claim or potential claim thereof) by the TLore Service.
2. You represent and warrant to TJC Innovations that:
   • You maintain all rights necessary to enter into this Agreement and perform its obligations hereunder; and
   • In the event that You utilize or has signed up with Stripe, Inc. to use the Stripe Service, You will remain in compliance at all times with the Stripe Terms and
   • In the event that You upload any Imported Documents into TLore Service, You maintain all necessary rights, titles and interests in and to the Imported Documents to do so and to grant to TJC Innovations the related licenses granted pursuant to these Terms.

1. EXCEPT AS SPECIFICALLY PROVIDED FOR IN SECTION 12, TJC INNOVATIONS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, ACCURACY AND NONINFRINGEMENT WITH RESPECT TO THE TLORE SERVICE, ANY DOCUMENTATION RELATING THERETO AND TO THE STRIPE SERVICE AND THE IMPORTED DATA- (AND ANY SERVICES PROVIDED WITH RESPECT THERETO). FURTHERMORE, TJC INNOVATIONS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE TLORE SERVICE, ANY DOCUMENTATION RELATING THERETO OR THE STRIPE SERVICE OR THE IMPORTED DATA SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. ALL DATA AND INFOMRATION PROVIDED TO YOU VIA THE TLORE SERVICE (WHETHER DIRECTLY FROM US OR FROM THIRD-PARTY TLORE SYSTEM USERS) IS MADE AVAILABLE ON AN "AS IS" BASIS WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND WE HEREBY DISCLAIM ALL SUCH WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES REGARDING ACCURACY, TIMELINESS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2. EXCEPT WITH REGARD TO TJC INNOVATIONS' OBLIGATIONS UNDER SECTION 14, IN NO CASE SHALL TJC INNOVATIONS HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE TO CUSTOMER OR TO ANY THIRD PARTY RELATING TO OR ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE USE OF THE TLORE SERVICE, THE STRIPE SERVICE OR THE IMPORTED DOCUMENTS, INCLUDING, WITHOUT LIMITATION, DIRECT LOSSES, LOSS OF ANTICIPATED PROFITS OR ANY OTHER ECONOMIC LOSS.
3. IN ANY ACTION BROUGHT BY CUSTOMER HEREUNDER OR BY ANY THIRD PARTY (UNLESS SUCH ACTION IS BROUGHT PURSUANT TO SECTION 14 BELOW), TJC INNOVATIONS' MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE FEES PAID TO TJC INNOVATIONS BY CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING ONE-YEAR PERIOD. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
4. YOU AND TJC INNOVATIONS RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS IN THESE TERMS HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT.

1. Notwithstanding anything contained herein to the contrary, TJC Innovations shall indemnify, defend and hold You harmless from and against any third-party claims, demands, suits, liabilities, costs, losses, or expenses, (including, without limitation, reasonable attorneys' fees), of any kind or nature to the extent that they arise from:
   • An assertion that the TLore Service infringes any U.S. copyright or any other U.S. intellectual property right of any third party,
   • A material breach by TJC Innovations of its covenants, representations or warranties hereunder, or
   • The intentional misconduct of TJC Innovations.
2. Notwithstanding anything contained herein to the contrary, Customer shall indemnify, defend and hold harmless TJC Innovations and its affiliates, and their respective owners, directors, officers, employees and agents from and against any third-party claims, demands, suits, liabilities, costs, losses, or expenses, (including, without limitation, reasonable attorneys' fees), of any kind or nature to the extent that they arise from:
   • A material breach by You of Your covenants, representations or warranties hereunder, or
   • Any claims arising directly or indirectly from Your use of the Stripe Service or Your maintaining an account with Stripe; or
   • Any claims arising directly or indirectly from Your provision or use of Imported Documents; or
   • Your failure to comply with any provision of the Acceptable Use Policy; or/li>
   • Your intentional misconduct.
3. The provisions of Subsections 14.1 and 14.2 shall apply provided that the party seeking indemnification (the "Indemnified Party") promptly gives written notice to the party from whom indemnification is sought (the "Indemnifying Party") of any such liability, cost, loss, or expense ("Claim") (provided that any delay by the Indemnified Party in providing notice shall not relieve the Indemnifying Party of its obligations under this Section 14 except to the extent the Indemnifying Party is materially prejudiced by any delay). The Indemnified Party agrees to reasonably cooperate and assist in the defense or settlement of any such Claim (at the Indemnifying Party's expense), and to allow the Indemnifying Party to direct or control the defense or settlement of any Claim, provided, however that in the event of any settlement, Indemnifying Party shall provide to the Indemnified Party a full release of all claims that were or could have been made against the Indemnified Party in the Claim.

1. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. Additionally, the parties will use commercially reasonable efforts to substitute for the effected provision an enforceable provision that approximates the intent and economic effect of the effected provision as closely as possible.
2. No waiver, modification or cancellation of any term or condition of this Agreement will be effective unless executed in writing by the party so granting. A waiver of any breach of this Agreement by one party to the other shall not be construed to have been given in perpetuity. A failure or delay of either party hereto to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided for or to require at any time performance of any of the provisions hereof shall in no way be construed to be a waiver of any such option or provision of this Agreement.
3. Any assignment or transfer of Your rights, interests or obligations hereunder (by operation of law, merger or otherwise) are prohibited without TJC Innovations' prior written consent. Any assignment or transfer in violation of the foregoing provision shall be void. Subject to the foregoing, this Agreement will be for the benefit of TJC Innovations and its successors and assigns, and will be binding on Customer permitted successors and assigns.
4. Notwithstanding anything contained herein to the contrary, in the event either party to this Agreement fails to perform any obligations hereunder assumed by it and such failure is due to acts of God, injunctions, lockouts, riots or civil unrest, fires, epidemics, casualties, boycotts, technical difficulties (whether computer related or otherwise), failure of suppliers to supply data to TJC Innovations, strikes or labor disputes, acts of a governmental authority, or other interference through legal proceedings or for any other cause which is not due to the fault or negligence of such party, such failure shall not be deemed to be a breach by such party of its obligations hereunder, although such party shall use commercially reasonable efforts to put itself in a position to carry out all of the obligations which, by the terms hereof, it has assumed irrespective of the occurrence of any force majeure event.
5. Subsections 2.2 (final sentence only), 7.2, 7.5, 13.2 and 13.3, Sections 10,11, 14, 15 and 16 and all accrued payment obligations shall survive a termination of this Agreement.

If Customer has any questions about this Agreement, or if Customer wishes to contact TJC Innovations for any reason, please write to TJC Innovations at the address 821 Corporate Drive, Lexington, KY 40503.