2. OUR SERVICES

2.1 Service(s). The “Service(s)” provide a platform-based marketplace designed to efficiently connect Vendors and Customers for the purpose of further interaction and commercialization of Vendor products and services. The Services also provide general information regarding the availability of certain products and services offered by one or more Vendors in a particular technology vertical. Customers, through their Account, may select and interact with Vendors, or request Konnect.io to contact certain Vendors on their behalf, regarding possible engagement. The Services do not allow Vendors to access any Authorized User information (other than, for clarity, Vendor’s own Authorized Users) without the User revealing or providing such information to the Vendor.

2.2 Grant of Access. On the condition that you pay all Fees (if applicable) and otherwise comply with your obligations under this Agreement, subject further to additional terms of Third-Party Services made available to you in connection with the Services, Konnect.io hereby grants to you a limited, revocable, non-exclusive, non-transferable (except as provided in Section 13.10), right to access and use the Services set forth under this Agreement and any related Documentation. Konnect.io may offer additional services during the Term and you may agree to receive additional Services by entering into additional Orders as and when applicable. Other than as expressly granted in this Agreement, no other rights or licenses to Konnect.io Materials (defined below) are granted. If you do not comply with the terms of this Agreement, Konnect.io reserves the right to revoke, suspend, or limit your right to access to the Services. Any use of the Services that exceeds the rights expressly granted in this Agreement or violates the conditions of use under your User Profile is strictly prohibited and constitutes a violation of this Agreement, which may result in the suspension or termination of your right to access and use the Services.

2.3 Modification. You agree that Konnect.io has the right to change, modify, add to, or discontinue any aspect or feature of the Services under your respective User Profile or otherwise at any time without any obligation to give you advance notice of any changes; provided, however, Konnect.io will use commercially reasonable efforts to ensure it does not materially degrade or diminish the features or functionality of the Services as measured from the Effective Date. From time to time, Konnect.io may release upgrades, fixes, or new versions of the Services, although these upgrades may not be consistent across all platforms and devices.

2.4 Account. When accessing the Services for the first time, you will be required to provide certain requested information during a registration process that will determine your User Profile and related access privileges (“Account”). The requested information and any Client Materials provided by your Authorized Users will remain anonymous unless the Authorized User chooses to reveal their name and contact information by selecting such option on their Account settings. Additional options may be presented to your Authorized User based on their respective User Profile.

2.5 Authorized User Responsibilities. As the Client and owner of the Account, you and your Authorized Users (who have been authorized by you to use the Services) are the only persons authorized to access and use your Account. You and your Authorized Users are responsible for maintaining the confidentiality of your username and password and you are fully responsible for all activities that occur under your username and password by all Authorized Users. You agree that you will provide truthful and accurate information during the registration process. You must immediately notify Konnect.io if your registration information changes, or you learn of or have reason to suspect any unauthorized use of your Account or any other breach of security. You are responsible for any damages to Konnect.io or the Services resulting from unauthorized access to the Services from your Account and Konnect.io will have no liability to you or any third party for damages or loss related to such unauthorized access or use. Konnect.io may refuse to grant you a particular username for any reason, including, without limitation, if Konnect.io has reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.

2.6 Account Use and User Profiling. Depending on your User Profile, Authorized Users may be able to use the Services anonymously for the purpose of interacting with specific Vendors directly. Notwithstanding, Authorized Users may choose to disclose certain personal information to any Vendor using the features and functionalities of the Services for the purpose of initiating further discussion regarding products and services. However, Authorized Users will not be able to directly contact a Vendor through the Services unless such Vendor has established a User Profile. Likewise, Vendors may only interact with Customers who first express interest in interacting with a Vendor in the particular technology vertical identified within the Vendor’s User Profile. Additionally, Vendor’s may not access, use, or harvest any Client Materials or other information from any Customer’s Authorized User or otherwise solicit or interact with any Customer or Authorized User outside of the Services except to the extent authorized by a Customer. In the event that you or your Authorized Users fail to use the Services in accordance with this Section 2.6, or in the event of any reported incidents of harassment or unsolicited offers made by a Vendor to a Customer or its Authorized Users, Konnect.io reserves the right to suspend or terminate your access to the Services.

2.7 Restrictions on Use. Clients may not, and shall ensure its Authorized Users do not, directly or indirectly: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, or ideas upon which the Services are based; (3) use the Services or any data, content, or information accessed through the Services to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Services, servers, data centers, or networks connected to the Services or take any other action that interferes with any other person’s use of the Services; (5) decrypt, transfer, create Internet links to the Services, or “frame” or “mirror” the Services on any other server or wireless or Internet-based device; (6) use or merge the Services or any component thereof with other software, databases, or services not provided or approved by Konnect.io; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Services, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices; (8) use the Services for any fraudulent or otherwise unlawful purposes or in violation of this Agreement; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Services; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason; (11) access or attempt to access any other Authorized User’s Account or use the Services in a way that prevents or inhibits another Authorized User from enjoying the Services; (12) use any data, content, or information made available through the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into the Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Services, or perform any such actions; (14) introduce into the Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter the Services, any data, content, or information made available through the Services, or any notices on the Services; (16) connect to or access any Konnect.io computer system or network other than the Services; (17) impersonate any other person or entity to use or gain access to the Services; or (18) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt or otherwise adversely affect the Services or any other Authorized User’s access to or use of the Services. Konnect.io reserves the right to fully investigate and prosecute violations of any of the above. Konnect.io may involve and cooperate with law enforcement authorities in prosecuting Authorized Users who violate this Agreement.

2.8 Suspension and Removal of Access and Account. Konnect.io reserves the right to suspend and remove your or your Authorized Users’ access to the Services and suspend, deactivate, and delete your Account in the event that: (1) you or any of your Authorized Users breach or violate any terms or provision of this Agreement or other incorporated agreements or guidelines; (2) Konnect.io discontinues the Services; (3) there is a technical or security issue or problem that requires temporary suspension; or (4) you or your Authorized Users engage in fraudulent or illegal activities or a material breach of your obligations under the terms of this Agreement. You further agree that such measures may be taken in Konnect.io’s sole but reasonable discretion and without any liability to you or any third party.

2.9 Defects and Availability. Konnect.io uses commercially reasonable efforts to maintain the Services; however, Konnect.io is not responsible for any unanticipated defects or failures associated with the Services or any damages to you (either direct or indirect) that may result from any such defects or failures. Konnect.io is not obligated to provide you support for, and shall not be responsible or liable for, any errors in the Services or any damages resulting from your failure to use the Services in accordance with the Documentation. The Services may be inaccessible or inoperable for any reason including, without limitation: (1) technological or equipment malfunctions; (2) periodic maintenance procedures or repairs which may be undertaken from time-to-time by Konnect.io or its third-party service providers; or (3) any other causes beyond Konnect.io’s reasonable control. You further understand that the Services are provided over the Internet, so the quality and availability of the Services may be affected by factors outside of Konnect.io’s control. The Services are not intended to be available 100% of the time and Konnect.io does not make any guarantees regarding the reliability or availability of the Services and will not be liable to you or any third party for damages or losses related to the Services being unavailable.

2.10 Third-Party Services. The Services may permit access to Third-Party Services. “Third-Party Services” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services. For purposes of this Agreement, such Third-Party Services are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Services, then you should not install, access, or use such Third-Party Services. You further acknowledge and agree that Konnect.io will not be responsible or liable, directly, or indirectly, and you hold Konnect.io harmless for any damage or loss caused by your use of or reliance upon any such Third-Party Services.

1. Definitions 3. Client Representations and Warranties