The following Terms and Conditions (“Terms”) govern Company’s use of the Platform and any Services provided by Test IO, Inc. The Test IO Platform and any other software is licensed and not sold.

1. Definitions

Capitalized terms in this Agreement have the following meanings when used in this Agreement or any exhibit or attachment hereto:

“Content” means Company data or any other data, information, text or graphics, or software provided to Test IO by Company and/or its Users.

“Intellectual Property Right” means all tangible and intangible rights associated with works of authorship throughout the world, including but not limited to, copyrights, moral rights, and mask works; trademarks and trade name rights and similar rights; trade secret rights; patents, designs, algorithms, and other intellectual or industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and all registrations, initial Platform, renewals, extensions, continuations, divisions, or reissues now or hereafter in force (including any rights in the foregoing) anywhere in the world, that exist as of the Effective Date or hereafter come into existence, regardless of whether or not such rights have been registered with the appropriate authorities in such jurisdictions in accordance with the relevant legislation.

“Platform” means Test IO cloud based services including any related mobile applications, and all upgrades and enhancements to the Platform that may be provided by Test IO under this Agreement.

“User” means a single person with a unique ID and password provided by Company enabling access to a Site. A User may be (i) a Company employee; or (ii) any contractors or other staff who are working for Company; and (iii) any other person working with, or on behalf, of Company; provided that: (a) such User is accessing and using the Services exclusively on Company’s behalf; and (b) Company will at all times be responsible for the actions and omissions of each User as if such actions and omissions were that of Company.

“Production” means a live environment that is in commercial or production use or any environment that is connected to an ordering or e-commerce system capable of processing transactions.

“Services” means any services provided by Test IO through the Platform, but excludes software testing services provided by third parties through the Platform.

“Site” means a section of the Platform configured for use by Company intended to enable Users to create and implement tests specific to Company. The Site may contain information on multiple tests designated by Company.

2. Licenses and Restrictions

2.1. Platform License. Subject to the terms and conditions of this Agreement, Test IO grants to Company during the subscription term, a limited, worldwide, non-exclusive, non-transferable, royalty bearing license, without right of sublicense, to access and use the Platform solely for Company’s internal business purposes of software testing. Any mobile applications used by Company for access to the Platform are subject to the terms of the End User License Agreement accompanying the mobile application. Company acknowledges that the Platform aggregates third party testing services for resale to Company, that testers are third party contractors, and that no testing services are being provided to Company directly by Test IO. Third party contractors providing testing services may be located anywhere in the world.

2.2. Data License. Company grants Test IO a world-wide, perpetual, irrevocable, royalty-free, license to use, display, reproduce and distribute the Content on the Site solely: (i) for archival purposes and to carry out Test IO’s obligations under this Agreement; and (ii) for Test IO’s internal use in improving the Site and Services so long as Test IO does not disclose the identity