BACKPLAIN INC.

TERMS OF SERVICE
Effective Date: June 1, 2024

Welcome to Backplain Inc (“Backplain”). These terms and conditions (“Terms”) constitute a binding legal agreement between you and Backplain governing your access to and use of the website and its content located at www.backplain.com (the “Site”). By browsing the public areas of the Site, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree to be bound by these Terms, do not use the Site. If you purchase any products or services from Backplain ("Services"), the terms of use for those Services will be set forth in a separate contract between you and Backplain. These Terms will not in any way change or limit your rights and obligations under your Backplain services contract.


Intellectual Property Rights


Backplain owns all rights, title and interest in and to the Site and all content, information, code, data, text, graphics, images, documents, as well as the “look and feel”, layout and design and other materials, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, and other intellectual property and proprietary rights. Nothing contained on the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to make commercial use of any Backplain trademark, intellectual property right or copyrighted material without Backplain’s prior written permission. The trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the “Marks”) displayed on the Site or on content available through the Site are the Marks of Backplain. Nothing contained on the Site should be construed as granting license or right to use any Mark without the prior written permission of Backplain.


Changes to Terms


Backplain reserves the right to change or modify these Terms at any time without notice. Changes to the Terms will be effective when posted. Your continued use of the Site after any changes to the Terms are posted constitutes your acceptance of the modified Terms.


Availability of the Site


Backplain reserves the right to change or discontinue any aspect, service or feature of the Site at any time, without notice, including, but not limited to, content and availability.


Use Restrictions


While using the Site, you agree to comply with all applicable laws, rules and regulations. Your use of the Site is conditioned on your compliance with these Terms and any failure to comply may result in termination of your access to the Site. In connection with your use of the Site, you agree you will not: (i) archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works of, offer for sale, or use, any content or information contained in or obtained from or through the Site; (ii) delete the copyright or other proprietary rights notices from the Site or any content; (iii) circumvent, remove, alter, deactivate, degrade or thwart any of the content or other protections enabled on the Site; (iv) use any robot, spider, scraper or other automated means to access the Site; (v) decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site; (vi) insert any code or product or manipulate the Site in any way; (vii) use any data mining, data gathering or extraction method; (viii) upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Site, including any software viruses or any other computer code, files or programs; (ix) remove, modify, disable, block, impair, or obscure any advertising in connection with the Site; or (x) use or encourage the use of the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.


Third-Party Links


This Site may contain links to other third-party websites, which are provided solely as a convenience to you and do not imply any approval or endorsement by Backplain of the products or services contained on such third-party websites. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.


Feedback


All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: info@backplain.com . By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third-parties, and (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback. You further agree to grant Backplain an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use the Feedback for any purpose without any obligation or compensation to you.


Disclaimer of Warranties


YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE AND ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. BACKPLAIN HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS SITE OR ANY INFORMATION, CONTENT, PRODUCTS OR SERVICES CONTAINED THEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, BACKPLAIN DOES NOT REPRESENT OR WARRANT THAT: (1) THE INFORMATION ON THE SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THE SITE SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS SHALL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.


Limitation on Liability


IN NO EVENT WILL BACKPLAIN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THIS SITE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE, CONTENT OR OTHER INTANGIBLES, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF BACKPLAIN HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.


Privacy Policy


Backplain’s Privacy Policy governs the collection and use of any of personal information that you provide to us. Our Privacy Policy is incorporated into these Terms by this reference. If you register to use our Site, we may ask you to provide your name, organization, email address, and other related information. Backplain will not share this information with any third party. By accepting these Terms, you agree to our collection, use and disclosure of your information as described in the Privacy Policy.


Digital Millennium Copyright Act


Backplain respects the intellectual property of others and asks that the people who use the Site do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.


If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or block access to it. Federal law requires that your notification include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notifications of claimed copyright infringement should be sent to: Legal Department, Backplain Systems Inc., 2038 Corte del Nogal, Suite 142, Carlsbad, CA 92011 or by contacting Backplain at 760-279- 3939 or info@Backplain.com


Governing Law


These Terms shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles.


General Provisions


These Terms constitute the sole and entire agreement between you and Backplain with respect to your use of the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. No waiver of these Terms by Backplain shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Backplain to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.