Our aim is to keep this Agreement as readable as possible, but in some cases for legal reasons, some of the language is required "legalese".

1. Your Acceptance of this Agreement

The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference constitute a legal agreement (collectively, this "Agreement") and are entered into by and between you (“you”, “your”, “Company”) and Nitro Software Inc. ("Nitro," "we," "us," "our").

THIS AGREEMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT APPLY TO YOUR ACCESS AND USE OF THE NITRO PARTNER PORTAL, ONLINE ACCESSIBLE VIA http://partners.gonitro.com (the "Nitro Partner Portal"). PLEASE READ THE AGREEMENT CAREFULLY.

NITRO PROVIDES ACCESS AND USE OF THE NITRO PARTNER PORTAL SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING "ACCEPT" OR “I AGREE”, WHEN CREATING AN ACCOUNT ON THE NITRO PARTNER PORTAL OR BY ACCESSING OR USING THE NITRO PARTNER PORTAL, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (C) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (II) IF THE COMPANY IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF COMPANY AND BIND COMPANY TO ITS TERMS; AND (D) YOU AGREE IF YOU ACCESS THE SERVICES FROM A JURISDICTION WHERE IT IS NOT PERMITTED, YOU DO SO AT YOUR OWN RISK. IF COMPANY DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, NITRO WILL NOT AND DOES NOT PROVIDE THE RIGHT OT ACCESS AND USE THE NITRO PARTNER PORTAL TO COMPANY AND YOU MUST NOT ACCESS OR USE THE NITRO PARTNER PORTAL.

2. Updates to this Agreement or the Nitro Partner Portal

We may revise this Agreement and the Nitro Partner Portal and its content at any time without notice. By continuing to use this Nitro Partner Portal you are agreeing to be bound by the then current version of this Agreement.

3. Your Responsibilities

You are required to ensure that all persons and entities who access the Nitro Partner Portal are aware of this Agreement and comply with it. The Nitro Partner Portal, including content or areas of the Nitro Partner Portal, may require user registration. It is a condition of your use of the Nitro Partner Portal that all the information you provide on the Nitro Partner Portal is correct, current, and complete.

Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your username or

password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

4. Prohibited Activities

You are prohibited from attempting to circumvent and from violating the security of the Nitro Partner Portal, including, without limitation:

(a) accessing content and data that is not intended for you;

(b) attempting to breach or breaching the security and/or authentication measures which are not authorized;

(c) restricting, disrupting or disabling service to users, hosts, servers, or networks;

(d) illicitly reproducing TCP/IP packet headers;

(e) disrupting network services and otherwise disrupting our ability to monitor the Nitro Partner Portal;

(f) using any robot, spider, or other automatic device, process, or means to access the Nitro Partner Portal for any purpose, including monitoring or copying any of the material on the Nitro Partner Portal;

(g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

(h) attacking the Nitro Partner Portal via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and,

(i) otherwise attempting to interfere with the proper working of the Nitro Partner Portal.

5. Ownership of the Nitro Partner Portal and Content

You understand and agree that the Nitro Partner Portal and any and all of its entire contents (including without limitation all text, graphics, interfaces, images, video, sounds, music, artwork, designs, computer code, data, documents, files, and other elements available on or through the Nitro Partner Portal, and the design, structure, selection, arrangement, and look and feel of those items, and the Nitro Partner Portal as a whole), features, and functionality are owned by us, our licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. Your use of the Nitro Partner Portal does not transfer to you any right, title or interest in, to or associated with the Nitro Partner Portal or its content.

6. Your Limited Rights to Access and Use the Nitro Partner Portal

The viewing or downloading of any content, grants you only a limited, non-exclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

7. Our Rights

We have the right, without provision of notice to:

(A) take appropriate legal action, including, without limitation, referral to or cooperation with law enforcement or regulatory authorities, or notifying the harmed party of any illegal or unauthorized use of the Nitro Partner Portal;

(B) terminate or suspend your access to all or part of the Nitro Partner Portal for any or no reason, including, without limitation, any violation of this Agreement; and,

(C) at all times, take such actions with respect to any of your input deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Agreement.

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE NITRO PARTNER PORTAL AND YOUR COMPUTER, INTERNET, AND DATA SECURITY.

YOU WAIVE AND HOLD HARMLESS NITRO AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY NITRO AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER NITRO OR BY LAW ENFORCEMENT AUTHORITIES.

8. Third-Party Links and Content

For your convenience, the Nitro Partner Portal may provide links or pointers to third-party sites or third-party content. We make no representations about any other websites or third-party content that may be accessed from this Nitro Partner Portal. If you choose to access any such sites, you do so at your own risk. We have no control over the third-party content or any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

9. Disclaimers

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE NITRO PARTNER PORTAL, ITS CONTENT, AND ANY DIGITAL PRODUCTS, SERVICES, INFORMATION OR ITEMS FOUND OR ATTAINED THROUGH THE NITRO PARTNER PORTAL IS AT YOUR OWN RISK. THE NITRO PARTNER PORTAL, ITS CONTENT, AND ANY GOODS, DIGITAL PRODUCTS, INFORMATION OR ITEMS FOUND OR ATTAINED THROUGH THE NITRO PARTNER PORTAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

YOU ACKNOWLEDGE AND AGREE THAT NITRO OR ITS AFFILIATES AND EACH OF THE FOREGOING’S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE NO WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SERVICES OR ITS CONTENTS OR THAT ANY GOODS, SERVICES, DIGITAL PRODUCTS, INFORMATION OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES WILL BE

ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE CODE.

10. How We Limit Our Liability to You

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NITRO'S AGGREGATE LIABILITY (PER EVENT OR SERIES OF CONNECTED EVENTS) ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100 USD).

NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS (OR ITS AGENT’S OR SUBCONTRACTOR’S) NEGLIGENCE, OR FOR THEFT OR MISAPPROPRIATION OF FUNDS OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NITRO BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY INDIRECT, PUNITIVE, SPECIAL CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING BUT WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, LOST REVENUE, LOSS OR CORRUPTION OF DATA, LOSS OF CUSTOMERS AND CONTRACTS, LOSS OF GOODWILL, THE COSTS OF PROCURING REPLACEMENT GOODS OR SERVICES OR OTHERWISE HOWSOEVER, AND THIRD PARTIES’ CLAIMS, IN EACH CASE ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF WHETHER NITRO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE OR EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. NITRO SHALL ALSO NOT BE LIABLE FOR DAMAGES CONNECTED TO OR AS A RESULT OF OUT OF SCOPE USE OF THE SERVICES BY THE YOU. THE LIABILITIES LIMITED BY THIS SECTION 10 APPLY TO THE BENEFIT OF NITRO AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE LICENSORS, SUPPLIERS, ADVERTISERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OTHER REPRESENTATIVES, OFFICERS, AND THIRD PARTY CONTRACTORS.

YOU ACKNOWLEDGE AND AGREE THAT NITRO HAS BASED ITS PRICING ON AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET OUT IN THIS AGREEMENT AND THAT SUCH TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 10, NITRO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

11. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Nitro, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims,

liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of this Agreement or your use of the Nitro Partner Portal including, but not limited to, third-party sites and content, any use of the Nitro Partner Portal's content and services other than as expressly authorized in this Agreement.

12. Submission Standards

Without limiting the foregoing, you warrant and agree that anything you submit, post, publish, display, or transmit (collectively, "submit") to the Nitro Partner Portal, to other users or other persons (collectively, "your inputs") shall not:

(a) In any manner violate any applicable laws;

(b) In any manner violate the terms of use of any third-party website that is linked to the Nitro Partner Portal, including but not limited to, any third-party social media website;

(c) Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Nitro's sole discretion;

(d) Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;

(e) Involve, provide, or contribute any false, inaccurate, or misleading information;

(f) Impersonate or attempt to impersonate Nitro, a Nitro employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);

(g) Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.

(h) Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Nitro Partner Portal, or which, as determined by us, may harm Nitro or users of the Nitro Partner Portal or expose them to liability;

(i) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;

(j) Promote any illegal activity, or advocate, promote, or assist any unlawful act; and,

(k) Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

13. Your Input

Subject to the Privacy Policy, none of your inputs you submit to the Nitro Partner Portal will be subject to any confidentiality by Nitro. By providing any of your input to the Nitro Partner Portal, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any of your input.

You understand and agree that you, not Nitro nor its parent or its affiliates or each the foregoing’s respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any of your input you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any of your input submitted by you or any other user of the Nitro Partner Portal.

14. Confidentiality

If Nitro shares or makes any information available to you via the Nitro Partner Portal then you need to keep it secret and protect it like you would your own confidential information of a like nature and at all times with not less than a reasonable degree of care. You must not tell anyone else about this information and only use it for the purpose that Nitro intended. This doesn't apply to information that is made publicly available or to information that you already knew or figured out on your own without Nitro's confidential information, or information that was given to you by someone else who had the right to share it. Upon Nitro’s request you shall either destroy or return our confidential information. If you let any of Nitro's confidential information slip, you understand this could really hurt us, and we have the right to equitable remedies (e.g., an injunction, etc.,) or take you to court to make things right.

15. Privacy Policy

Your provision of personal information through the Nitro Partner Portal is governed by our privacy policy located at https://www.gonitro.com/privacy-policy (the “Privacy Policy”).

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California and any applicable federal laws of the United States and the Parties hereto submit to the exclusive jurisdiction of the courts of San Francisco, California. The United Nations Convention for the International Sale of Goods shall not apply to the Agreement. The Parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. This Section governs all claims arising out of or related to this Agreement, including without limitation tort claims.

17. Other Prohibited Information

You represent, warrant and covenant that you will not (and you will not cause any person to) provide, disclose to Nitro, or allow Nitro to collect or access, any protected health information (“PHI”) as defined by applicable law (e.g., including to the extent applicable law, the Health Insurance Portability and

Accountability Act of 1996 (“HIPAA”) and its implementing regulations), unless we have expressly agreed to receive such information in writing beforehand and the parties have entered into a written agreement where required by applicable law (e.g., a business associate agreement under HIPAA). You represent, warrant and covenant that you are not a ‘covered entity’ or a ‘business associate’ and acknowledge that we will not act as a ‘business associate’ under HIPAA and that we do not have any obligations or liabilities with respect to the protection, use, or disclosure of PHI with respect to you; and,

(b) you represents, warrant and covenant to us that you will not (and it will cause any person to), without our prior written consent, contain any social security numbers or other government-issued identification numbers; biometric information; passwords for online accounts; credentials to any financial accounts; tax return data; credit reports or consumer reports; any payment card information subject to the Payment Card Industry Data Security Standard; information subject to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act or the regulations promulgated under either such law; special categories of personal data as defined under the General Data Protection Regulation or information subject to restrictions under applicable data protection laws governing personally identifiable information of children, including, without limitation, all information about children under 13 years of age or of children otherwise protected under any child data protection laws (“Sensitive Data”).

(c) You further agree to defend, indemnify and hold harmless Nitro its parent and affiliates and each of their respective directors, officers, employees and consultants from and against any losses (including reasonable legal fees) arising from or related to your provision or disclosure of PHI and/or Sensitive Data to us or any violation of you obligations in this Section 17.

18. Other Matters

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

This Agreement constitutes the entire agreement between you and Nitro with respect to your access and use of the Nitro Partner Portal, its content and supersedes all prior and contemporaneous agreements between you and Nitro. For the avoidance of doubt, this Agreement shall run concurrently with any separate contract between you and Nitro or its affiliate that appoints you as a channel partner of Nitro (“Channel Partner Contract”), and to the extent a conflict is interpreted between this Agreement and a Channel Partner Contract then the Channel Partner Contract shall prevail.

Failure of Nitro to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

We may provide any notice to you under this Agreement by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) by posting to the Nitro Partner Portal. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

To give us notice under these Agreement, you must contact us as follows: (i) by personal delivery, overnight courier or registered or certified mail to Attn: Legal Department, Nitro Software Inc., 447 Sutter St, STE 405 #1015, San Francisco, CA 94108, United States, with a copy of any notice to Nitro sent via email to legalnotices@gonitro.com. We may update the address for notices to us by posting a

notice on the Nitro Partner Portal. Notices provided by personal delivery will be effective immediately once personally received by an authorized representative of Nitro. Notices provided by overnight courier or registered or certified mail will be effective once received and where confirmation has been provided to evidence the receipt of the notice.

The Nitro Partner Portal is operated by Nitro Software Inc., 447 Sutter St, STE 405 #1015, San Francisco, CA 94108, United States.

Should you become aware of misuse of the website including libelous or defamatory conduct, you must report it to Nitro. All reports of misuse and other feedback, comments, requests for technical support, and other communications relating to the Nitro Partner Portal should be directed to channel.team@gonitro.com.

Last Updated: June 14, 2024