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Usage Agreement

AvePoint Website Usage Agreement

Thank you for participating on AvePoint's Website ("Website"). This agreement (the "Agreement") is a legal agreement between you and AvePoint, Inc. ("AvePoint"). This Agreement governs your and your agents'access to and use of the Website. You must accept the terms of this Agreement before accessing or otherwise using the Website.

By clicking "ACCEPT", you indicate that you have read and understood, and assent to be bound by the terms of this Agreement. As used in the Agreement, the terms "you", "your" or "user" all refer to the person using the Website in any way, including those registered as, for, or on behalf of a corporate entity, such as a company, business, affiliated entities, corporation, or other entity (i.e., not as an individual) and its employees, subcontractors, affiliates, and all other persons or entities permitted to access and use the Website in any way.

If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Website. If you are not willing to be bound by these terms and conditions, you should not click on the "ACCEPT" button, and may not access or otherwise use the Websites.

1. Permitted Uses and Restrictions.

Subject to the terms and conditions of this Agreement, AvePoint, Inc. ("AvePoint") grants you a personal, limited, non-exclusive, non-transferable license to electronically access, upload, download and use the Website solely to store, retrieve, organize and share certain data. If you have registered as, for, or on behalf of a registered entity and accept the Agreement, you are deemed to have accepted the Agreement on behalf of that registered entity and the Agreement will be binding as to the registered entity, and any entity, person or third party which it permits to access and use the Website in any way.

You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) transfer any of the rights granted to you under this Agreement; (ii) work around any technical limitations in the Website, or decompile, disassemble, or otherwise reverse engineer the Website; (iii) perform or attempt to perform any actions that would interfere with the proper working of the Website, prevent access to or the use of the Websites by AvePoint's other licensees or customers, or impose an unreasonable or disproportionately large load on AvePoint's infrastructure; or (iv) otherwise use the Website except as expressly allowed under this Section 1.

2. General Practices Regarding Use.

AvePoint shall have the right in its sole discretion, and with reasonable notice posted on the AvePoint Website to revise, update, or otherwise modify the Websites and establish or change limits concerning use of the Websites, temporarily or permanently, including but not limited to (i) limiting the total amount of data downloaded from and uploaded to the Website at any time, and (ii) limiting the volume of e-mail forwarding or file downloading in response to unreasonable activity, e.g. spamming or hosting a publicly accessible exchange of large data files, which AvePoint may do without notice to you. AvePoint reserves the right to make any such changes effective immediately to maintain the security of the system or to comply with any laws or regulations. Your continued use of the Websites will constitute your acceptance of and agreement to such changes. AvePoint may, from time to time, perform maintenance upon the Websites resulting in interrupted access, delays or errors in the Website.

AvePoint shall have no responsibility or liability for the deletion, corruption, or alteration of, or failure to store any messages and other communications or other information, data, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), photographs, graphics and video provided by you (collectively referred to as "Content") and maintained or transmitted by the Website.

3. Registration Data.

You must register to use the Website and (i) provide true, accurate, current and complete information about yourself as prompted by the registration interview form(s) (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or AvePoint has reasonable grounds to suspect is inaccurate, not current or incomplete, AvePoint may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Website (or any portion thereof).

4. Content Submission.

By submitting any Content to AvePoint, you warrant and represent that: (i) you own or otherwise control all the rights to such Content, including without limitation, all the rights necessary for you to provide, upload, or submit the Content, and (ii) the use of such Content by AvePoint and its members will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party.

By submitting Content that contains photographs, images, pictures or that are otherwise graphical in whole or in part ("Images") you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by this Agreement, (b) you have the rights necessary to grant the licenses and sublicenses described in this Agreement, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in this Agreement, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images.

5. Content Submitted to the Website.

You acknowledge that AvePoint does not pre-screen Content, but that AvePoint reserves the right (but not the obligation), at all times in its sole discretion to refuse or to remove any Content that is available via the Website. Without limiting the foregoing, and without notice to you, AvePoint reserves the right to remove any Content that violates the Agreement or is otherwise deemed objectionable by AvePoint in its sole discretion. You agree that you must evaluate, and bear all risks associated with the use of any Content including any reliance on the accuracy, completeness, or usefulness of such Content.

6. AvePoint Proprietary Rights.

You acknowledge and agree that the Website and any third party content presented to you through, or offered as part of, the Website contains proprietary and confidential information that is protected by copyright, trade secret and other intellectual property laws. This Agreement does not grant you any rights to trademarks or Website marks of AvePoint.

You acknowledge that AvePoint will collect and use certain aggregate metadata as part of providing and analyzing the Website from time to time.

7. Partner Agreements.

Nothing in this Agreement shall be deemed to supersede any agreement between AvePoint and a partner. Tthe terms of the partner agreement shall be deemed controlling in the event of a conflict and the terms of this Agreement shall be deemed supplemental to the extent that such terms do not conflict with the partner agreement. If a partner of AvePoint downloads any Content from the Website, the use of such Content shall be governed by the partnership agreement between AvePoint and the partner.

8. Disclaimer of Warranties.

THE WEBSITE AND ANY CONTENT ACCESSIBLE THROUGH THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVEPOINT DISCLAIMS ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE WEBSITE, CONTENT AND RELATED MATERIALS. AVEPOINT DOES NOT WARRANT THE WEBSITE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS.

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVEPOINT DISCLAIM AND SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO TELECOMMUNICATIONS FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, YOUR INABILITY TO USE THE WEBSITE FOR WHATEVER REASON, ANY OTHER MATTER RELATING TO THE WEBSITE, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF AVEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES AVEPOINT ASSUME ANY LIABILITY TO ANY PARTY ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AVEPOINT AND YOU. AVEPOINT WOULD NOT BE ABLE TO HAVE PROVIDED THE WEBSITE WITHOUT SUCH LIMITATIONS.

10. Indemnity.

You agree to indemnify and hold harmless AvePoint from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content; your use of the Website; your connection to the Website; your violation of this Agreement; or your violation of any proprietary or other rights of another. You further agree and acknowledge that AvePoint is not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to your use of the Website. You further agree to indemnify, defend and hold harmless AvePoint from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Website, or the placement or transmission of any message, information, or other materials through the Website by you.

11. Miscellaneous.

This Agreement is a complete statement of the agreement between you and AvePoint and sets forth the entire liability of AvePoint and your exclusive remedy with respect to the Website and its use. You agree that AvePoint is not acting as your agent or fiduciary in connection with your use of the Website. You may not assign any of your rights or delegate any of your duties under this Agreement without AvePoint's prior written consent. AvePoint shall not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will be governed by Virginia law as applied to agreements entered into and to be performed entirely within Virginia, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. English shall be the controlling language of the Agreement. All enquiries, support related or otherwise, regarding the Website should be submitted to AvePoint in English, and AvePoint will respond to such enquiries in English only. This Agreement does not limit any rights that AvePoint may have under trade secret, copyright, patent or other laws.

12. Termination.

A. Your rights under this Agreement may be suspended or terminated by AvePoint immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately cease using the Website. Any termination of this Agreement shall not affect AvePoint's rights hereunder.

B. AvePoint shall have the right to change or add to the terms of its Agreement at any time and to change, delete, discontinue, or impose conditions on any feature or aspect of the Website without notice by any means AvePoint determines in its discretion to be reasonable.

Your continued use of any of the Website after modification shall constitute your acceptance of the Terms of Website with the new modifications. If you do not agree to any of such changes, you may immediately cease all access and use of the Website. You agree that such discontinuation of usage will be your exclusive remedy if you do not wish to abide by any changes to the Agreement.

C. You agree that upon termination of your access to the Website, AvePoint may delete all files and information posted or contributed by you and may bar your access to the Website.