These terms and conditions are a legal agreement (this “Agreement”) between you (“You” or “Your”) and Scanworks Labs AG, a company incorporated under the laws of Switzerland, (collectively, “Scanworks” or “we”, “us” or “our”), establishing terms and conditions under which You may access and use the services and features available on Range security and risk monitoring platform which is made available at https://range.org/ and its subdomains and any related websites and subdomains which we may use from time to time (the “Range Platform”).

By using the Range Platform you expressly agree to this Agreement, from the date of the first use, referred to herein as the “Effective Date.” Your use of the Range Platform is also subject to our Privacy Policy available at www.range.org/privacy-policy.

Range Platform

Access and License

Subject to the terms and conditions of this Agreement a Scanworks hereby grants You, up until such time as your subscription to the Range Platform is terminated by You or Scanworks as set forth herein, a limited, revocable, non-exclusive, non-sublicensable, non-transferable right for You to access and use the Range Platform.

You are the sole responsible for obtaining, deploying, and maintaining all computer hardware, software, modems, routers and other equipment necessary for You to access and use the Range Platform via the Internet.

Eligibility. In order to access and use the Range Platform, You must be 18 years of age or older.

Registration; Login Credentials. You will be required to register with Scanworks in order to access and use the Range Platform. In order to register, You will be required to share certain information with Scanworks (“Registration Information”).

Scanworks reserves the absolute and unrestricted right to reject or terminate Your registration for any reason in Scanworks’ sole discretion. Scanworks will enable You to create a user login and password for access and use of the Range Platform (“Login Credentials”).

You are responsible for maintaining the confidentiality of Your Login Credentials and for any and all access and use of the Range Platform that occurs under Your Login Credentials.

You agree to immediately notify Scanworks of any unauthorized use of Your Login Credentials. You warrant, represent, and covenant to Scanworks that (i) all Registration Information shall be correct and complete when provided and that You shall update such Registration Information when errors are identified, and (ii) You have the right to provide the Registration Information to Scanworks for the purposes set forth herein, without misappropriation, violation or infringement of any third party intellectual property rights and the provision of such information complies with all applicable laws and regulations.

Restrictions You shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Range Platform; (ii) modify, translate, or create derivative works based on any element of the Range Platform or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer Your rights to use the Range Platform; (iv) use the Range Platform for the benefit of any person or entity other than for Your benefit; (v) remove any proprietary notices from any content You receive through the Range Platform; (vi) publish or disclose to third parties any evaluation of the Range Platform without Scanworks’ prior written consent; (vii) use the Range Platform for any purpose other than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Range Platform; (ix) use any ‘robots’, ‘spiders’ or other methods to extract or copy bulk content from the Range Platform; or (x) attempt to gain unauthorized access to the Range Platform.

Security. You acknowledge that, notwithstanding the security precautions deployed by Scanworks, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Range Platform, Your Registration Information and information and data relating to your use of the Range Platform. Scanworks cannot and does not guarantee the privacy, security, integrity, or authenticity of any information or data transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.

Subscription Fees and Payments

Subscription Fees. The Range Platform user interface will identify the applicable fees for the use of the Range Platform (“Subscription Fees”). You will be billed in advance on a monthly basis for the Subscription Fees. If you register for any subscription period other than a month-to-month subscription, your subscription and Subscription Fees are non-cancellable during the applicable subscription period. Range may change the Subscription Fees at its sole discretion at any time.

Payment Except as otherwise expressly set forth on the Range Platform, You shall pay Scanworks on a monthly basis for the ability to use the Range Platform. You agree that we may automatically charge the payment method You have provided on a monthly basis unless and until You cancel Your subscription to the Range Platform. You represent that You have the legal right to use any payment method that You submit to us. You shall pay Scanworks the amount due under any invoice within thirty (30) days of the date of invoice by such payment methods as are supported by Scanworks and the Range Platform at the time of payment. All amounts payable under this Agreement will be made without setoff or counterclaim and without any deduction. All amounts paid to Scanworks are non-refundable except as expressly set forth herein. Your payment and related payment information is managed through a third-party payment processor, and Scanworks is not responsible for such third-party processor’s use of Your payment information. By submitting Your payment method information, You grant us the right to store and process Your information with the third-party payment processor, which may change from time to time; You agree that we may change the third-party payment processor and move Your information to other service providers that encrypt Your information using transport layer security (TLS) or comparable security technology. Before we transfer Your information to another third-party payment processor, You will be notified in writing. Once we notify You of the transfer, You will have the option to opt out of the transfer, which you must exercise promptly (or otherwise in such timeframe as may be set forth in the notice to You) if You do not wish us to transfer Your information to the third-party payment processor. If You opt out of any such transfer, please be aware that we may terminate this Agreement for cause as a result of your decision, to the extent permitted by applicable law. Taxes: You shall pay all applicable sales, use, and value-added taxes (except for taxes imposed on Scanworks’s net income) with respect to the Range Platform.

No Warranties; Disclaimers

The Range Platform is provided “AS IS” without any warranties, express or implied. YOUR USE OF THE RANGE PLATFORM IS AT YOUR OWN RISK. SCANWORKS DOES NOT MAKE, AND TO THE FULLEST EXTENT PROVIDED BY LAW, HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND QUALITY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SCANWORKS DISCLAIMS ALL LIABILITY FOR THE LOSS OF DATA OR CONTENT ENTERED INTO OR SAVED IN THE RANGE PLATFORM. SCANWORKS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE RANGE PLATFORM WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE.

Indemnification

You shall indemnify and hold harmless, and at Scanworks’ request, defend Scanworks and its affiliates, licensors, service providers, successors, and assigns (and its and their officers, directors, employees, contractors, and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (a) Your use or alleged use of the Range Platform (other than claims arising from Scanworks’ breach of this Agreement); (b) any breach or alleged breach by You of any of Your covenants, representations or warranties set forth in this Agreement; or (c) your breach of any applicable law or regulation in connection with your use of the Range Platform.

Proprietary Rights

Ownership. You acknowledge that the Range Platform and all content made available in connection therewith, and all related intellectual property rights, are the sole and exclusive property of Scanworks and its licensors. Each party retains all other rights not expressly granted in this Agreement.

Feedback License. You hereby grant to Scanworks, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Your intellectual property rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Range Platform that You may provide from time to time, including without limitation Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in relation to the Range Platform or any other products or services.

Usage Data Notwithstanding anything else in the Agreement or otherwise, Scanworks may monitor Your use of the Range Platform for Scanworks’s internal business purposes, including without limitation to create data or information therefrom in an aggregate or de-identified manner, such as compilation of statistical and performance information related to the provision and operation of the Range Platform. You agree that Scanworks may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You. Scanworks retains all intellectual property rights in such data and information.

Limitation of Liability

SCANWORKS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE SERVICES, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SCANWORKS PLATFORM, EVEN IF SCANWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE RANGE PLATFORM OR RESULTS THEREOF. SCANWORKS WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL SCANWORKS’ LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR PUNITIVE, AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE SERVICES, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE RANGE PLATFORM, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Term and Termination

Term. This Agreement shall commence on the Effective Date and continue until the expiration or termination of all Subscription Term(s) for the Range Platform unless earlier terminated as provided in this Agreement.

Termination. Scanworks reserves the right to terminate this Agreement for any or no reason in its sole discretion at any time; provided that, in the event of such termination without cause, Scanwokrs will provide a pro-rata refund to You of any pre-paid Subscription Fees for the then-current Subscription Term.

Effects of Termination. Upon expiration or termination of this Agreement, (i) Your use of and access to the Range Platform shall cease, and (ii) all fees and other amounts owed under this Agreement shall be immediately due and payable by You. Scanworks shall have no obligation to maintain or provide Your Registration Information and may thereafter, unless legally prohibited, delete Your Registration Information in its systems or otherwise in its possession or under its control.

Miscellaneous

Amendment; Waiver. We may make modifications, deletions, and/or additions to this Agreement (“Changes”) at any time.

Severability. Suppose any provision of this Agreement is held invalid or unenforceable for any reason. In that case, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by the laws of Switzerland. Any Dispute arising from the interpretation and/or execution of the present Terms and Conditions shall be submitted to the courts of Zug, Switzerland.

Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood, or other weather; epidemic, pandemic, unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, act of terror, insurrection, riot, act of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused, and whether or not foreseeable as of the Effective Date.

Assignment. You may not assign Your rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Scanworks’ prior written consent. Scanworks may assign its rights or obligations under this Agreement without Your prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.

Relationship of the Parties. Scanworks is an independent contractor to You. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

Entire Agreement This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.