Venera Services Agreement

Last Updated: December 30, 2014

PLEASE READ CAREFULLY — THIS IS A BINDING CONTRACT

THIS VENERA CUSTOMER AGREEMENT ("AGREEMENT") IS A BINDING AGREEMENT BETWEEN VENERA TECHNOLOGIES, INC. ("VENERA") AND YOU AND, IF APPLICABLE, THE COMPANY OR LEGAL ENTITY THAT YOU REPRESENT (COLLECTIVELY "YOU"). THIS AGREEMENT INCORPORATES BY REFERENCE THE TERMS OF SERVICE POSTED AT PULSAR.VENERATECH.COM (THE "PULSAR PORTAL SITE") AS MODIFIED BY VENERA FROM TIME TO TIME.

YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR DID NOT WISH TO BE BOUND TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE. YOUR USE OF THE SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Services and Payment Terms. In exchange for your payment of the fees set forth on the Pulsar Portal Site, Venera will provide the services described on the Pulsar Portal Site (the "Services"). The Services shall be provided at the fees set forth on the Services pages or as otherwise described on the Venera Website (the "Services Fee"). Venera offers different Services and each may be subject to separate Services Fees. Please review the Services Fees for each applicable Service before using such Service. The Services Fee (and all applicable sales, use or value-added taxes) shall be paid by you by credit or debit card or pre-paid vouchers. You authorize Venera to deduct existing PPU credits for payment towards payment of Service Fee. All Service Fees are non-refundable. In addition to any other rights granted to Venera herein, Venera reserves the right to suspend or terminate this Agreement and/or your access to the Services if Venera is unable to use your credit or debit card for payment of the Services Fee. To the extent that this Agreement is terminated pursuant to Section 3 below, Venera will have no obligation to provide a refund or issue a credit (on a pro-rata basis or otherwise) to you related to the remaining portion of the Services term.

2. Changes to this Agreement. You agree that we may amend the terms and conditions of this Agreement, or any policy or other terms referenced in this Agreement ("Additional Policies") at any time by posting a revised version of the Agreement or Additional Policy on the Pulsar Portal Site. Any revised terms will become effective fifteen (15) days after we post them to the Pulsar Portal Site or, if we provide you a click-through or other means of accepting the revised terms, upon your acceptance. By continuing to use the Services after the revised terms become effective, you agree to be bound to the revised terms.

3. Term and Termination. This Agreement is effective when you accept the terms and conditions of this Agreement and will continue in effect until terminated by you or Venera in accordance with this section. Either You or Venera may terminate this agreement effective immediately upon written notice to the other for any reason. The following sections of the Agreement shall survive termination of this Agreement: 4, 7, 8 and 9.

4. Data Submissions.

4.1. Ownership. All data that you submit to Venera that you create in your use of the Services ("Your Data") remain your property. Venera makes no claim of ownership in Your Data.

4.2. License. You grant to Venera a worldwide, royalty-free, non-exclusive, sublicensable right and license to use, copy, and modify Your Data as necessary to perform the Services. You acknowledge that Venera may compile certain general information related to the use of the Services. You agree that Venera is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that such information shall not include personally identifiable information of users of the Service or be attributable to you. Venera shall have the right to list and name you as a customer.

5. Warranties. Venera represents and warrants that it has the legal right to enter into this Agreement and to perform the Services. You represent and warrant that you have the legal right to enter into this Agreement and that Your Data and your use of the Services do not violate the terms of this Agreement.

6. Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT FOR THE VENERA WARRANTIES SET FORTH IN SECTION 5 ABOVE, VENERA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. VENERA DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

7. Indemnification. You agree that you will indemnify and defend Venera from and against any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including reasonable attorneys' fees, costs and expenses arising from: (a) your unauthorized use of the Services; (b) claims that Your Data infringes any intellectual property or other right of any third party; or (c) your breach of this Agreement or violation of any law, rule or regulation through your use of the Services.

8. Limitation of Liability. VENERA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES, OR UNDER ANY LEGAL THEORY, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE SERVICES, FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE SERVICES OR YOUR DATA THROUGH ACCIDENT, FRAUD OR OTHER MEANS. VENERA SHALL NOT BE LIABLE TO YOU FOR LOST PROFITS OR LOST SALES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENERA'S LIABILITY TO YOU FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO VENERA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED.

9. Miscellaneous. You may not assign or otherwise transfer, including by operation of law, any of your rights or obligations under this Agreement without Venera's prior written consent. Venera will be entitled to equitable relief, including injunctive relief without the posting of any security, to prevent any breach or continuing breach of this Agreement or any infringement or continuing infringement of any intellectual property or other proprietary rights. This Agreement will be governed by and interpreted under the laws of California, without reference to any choice of laws principles. Any dispute arising out of or in connection with this Agreement will be resolved exclusively in the Federal or state courts located in Los Angeles, California. All notices under this Agreement will be in writing and will be effective only if delivered, to Venera Technologies Inc., 806 Irving Drive, Burbank, CA 91504, and if to you, to the e-mail address that you provided when registering for the Services. No waiver of any provision of this Agreement will be binding unless it is in writing. If any provision or part of any provision contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or portions thereof, will not be in any way affected or impaired thereby.

Independent Contractors: You and Venera are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship. You and Venera each waive any right to a jury trial in connection with any and all disputes arising out of or related to this Agreement. Notwithstanding any law providing a longer statute of limitations, any claim or cause of action arising out of or related to this Agreement and/or Your use of the Services must be filed within 1 year after such claim or cause of action arose, without regard to the date such claim or cause of action was discovered, or such claim or cause of action shall be forever barred. Each party shall comply with all applicable United States and international export control laws and regulations. You specifically represent (i) that You are not located in any country or jurisdiction that is subject to U.S. economic sanctions, nor are You acting on behalf of the government of any such country and (ii) that You are not identified on the U.S. Department of the Treasury's Office of Foreign Assets Control's Specially Designated Nationals List, as amended from time to time, nor are You owned or controlled by any such entity. Any instruments, including purchase orders, work orders, acknowledgments and vendor registration forms not signed by both parties ("Instruments") shall not add to, supersede or modify, the terms of this Agreement and in the event any term of an Instrument purports to add to, supersede or modify any term of this Agreement, such term of the Instrument shall be void and without effect.