SMARTSHEET.COM, INC.
USER AGREEMENT
Last Updated: November 4, 2014
This User Agreement (the “Agreement”) governs all of your use of our internet-delivered work collaboration service (the“Online Service”), whether you access it from our Web site at http://www.smartsheet.com (the “Site”), from our mobile
applications and mobile Web sites, or from any other application or access point we make available to you. THISAGREEMENT GOVERNS ALL USE YOU MAKE OF THE ONLINE SERVICE, INCLUDING YOUR FREE OR PAID USE (IF ANY).
1. Acceptance of Agreement. This Agreement is a legal contract between Smartsheet.com, Inc. (“we,” “us,” or“Smartsheet”) and you. BY CREATING A PASSWORD AND ACCESSING THE ONLINE SERVICE, YOU AGREE TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, YOU
REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT, AND
THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU ORYOUR COMPANY DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCEPT IT. If you areaccepting this Agreement on behalf of your company, then the terms “you” and “your” refer to your company wheneverused below.
2. No Competitive Use. You may not register for or use our Online Service to monitor or test its performance or for otherbenchmarking or competitive purposes.
3. Modifications to Agreement. We reserve the right to modify this Agreement by posting an updated version on ourSite. If you have a paid subscription to the Online Service, any such modifications become effective on the date yoursubscription renews for a subsequent subscription period (whether monthly or annual). Otherwise, any updated version
will become effective 15 days after posted. If you do not agree to any modified terms, you may terminate the Agreementin the manner described in Section 10 below. Your continued use of the Online Service after notice will constitute youracceptance of the modified Agreement.
4. Use of Online Service; Restrictions.
4.1
Permitted Use. Among other features, the Online Service allows users to create online worksheets (“Sheets”)
within the Subscription Service where you and (if applicable) Your Users (as defined below) can (a) upload, download,organize, modify create and store data, content and file attachments and (b) share those Sheets with other users. Subject
the terms and conditions of this Agreement and the usage limitations established by the Online Service, we hereby grant
you a worldwide, non-exclusive, non-transferable right to access and use the Online Service during the term of thisAgreement to (i) create, submit content to, edit and delete Sheets, (ii) invite other users to view, submit content to, and/oredit Sheets, and (iii) otherwise use the Sheets, web forms, reports, and other features and functionality of the Online
Service for your personal use (or, if you are a company, your internal business purposes).
4.2
Your Users. If you maintain a “Team” or other multi-user subscription plan, Smartsheet will allow you to create
logins for your Sys Admins and Creators (“Your Users”), subject to any limits on the number of users for your subscriptiontier described on the Site. Each login (i.e., email address and password) may be used only by a single individual. You areresponsible for all use and misuse of the Online Service that occurs under your and Your Users’ login credentials, and you
agree to notify Smartsheet of any unauthorized access or use of which you become aware. “Sys Admin” means one ofYour Users with the ability to (1) designate other of Your Users as Creators or additional Sys Admins, (2) establish certain
limits on how Sheets covered by your subscription plan can be shared, and (3) re-assign the ownership of Sheets among
Creators. “Creator” means one of Your Users with the ability to create and control access to Sheets covered by yoursubscription plan. If you exceed the maximum number of Creators specified on our Site for your subscription tier, you will
be charged for additional Creators at the rate stated on the Site.

4.3
Collaborators. A paid subscription is required in order to create Sheets. However, Creators may invite anyone
with a valid email address to access and use a Sheet. A “Collaborator” is anyone with a Smartsheet login that has been
invited to share a Sheet by its Creator. No Service Fee is required for Collaborators. Depending on the sharing settingschosen by a Sheet’s Creator, a Collaborator invited to share a Sheet may share it with other Smartsheet users and/or
upload, download, view and modify the content stored on that Sheet.
4.4
Prohibited Use. You will not (and will ensure that Your Users do not): (a) “frame,” distribute, resell, or permit
access to the Online Service by any third party other than for its intended purposes (for example, by sharing Sheets or
publishing Sheet content); (b) permit more than one of Your Users to access the Online Service using shared login
credentials (i.e., a shared email address and password); (c) use the Online Service other than in compliance with applicable
federal, state, and local laws; (d) interfere with the Online Service or disrupt any other user’s access to the Online Service;(e) reverse engineer, attempt to gain unauthorized access to the Online Service, or attempt to discover the underlying
source code or structure of the Online Service; (f) submit to the Online Service any content or data that is false, misleading,defamatory, threatening, offensive, or infringing of intellectual property rights, or that contains mass mailings or any formof “spam”; (g) submit to the Online Service any routine, device or other undisclosed feature, including a so-called time
bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine,that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device,system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (h)use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Online Service.
5. Your Content.
5.1
Your Content; Representation. As between you and us, you retain all right, title and interest in any and all data,
files, attachments, text, images, personally identifiable information, and other content that you and Your Users upload or
submit to your Sheets (collectively, “Your Content”). Your Content includes data and content submitted to your Sheets
by Collaborators, and also any data or content collected by you from third parties and submitted to Smartsheet using“Web forms” or similar features of the Online Service. You represent and warrant that you have all rights, permissions
and consents necessary (a) to submit Your Content to Smartsheet, (b) to grant Smartsheet the limited rights to use Your
Content set forth in this Agreement, and (c) for any transfer of Your Content or your Sheets from one Creator to another.
5.2
Content Submitted by Collaborators and Your Users. If you are a Collaborator, you acknowledge that any content
you submit to a Sheet may be retained indefinitely, distributed, displayed, published, modified, and used for any purposeby that Sheet’s Creator, notwithstanding any other provision of this Agreement. Smartsheet has no responsibility to
enforce any confidentiality obligation the Creator may have to you. If you are a Collaborator who submits content to a
Sheet, the Creator of that Sheet may publish or distribute Your Content to a third party, revoke your permission to accessa Sheet and Your Content within it, or transfer all rights in the Sheet to a third party.
5.3
Content Submitted by Individual Users under a Team or Enterprise Plan. When you create Sheets under anindividual plan, those Sheets are available only to you and Collaborators with whom you share them. However, if you are
an individual user under a multi-user subscription plan maintained by your employer or a third party (a “Multi-User Plan”),
or if you agree for your individual subscription plan to be merged with a Multi-User Plan, any Sheets you created will be
subject to control by the owner of the Multi-User Plan. Sys Admins under a Multi-User Plan can designate other users
under that Multi-User Plan as Creators of Sheets you originally created, in which case you may no longer be able to accessthem or Your Content posted to them. If you have questions about Multi-User Plans, please contact us at
support@smartsheet.com.
5.4
License. The Online Service is designed to facilitate collaboration and sharing of content among users. In supportof that core function, and subject to the settings selected by Your Users for Sheets where Your Content is stored, you
hereby grant Smartsheet a limited license to use Your Content to provide the Online Service and its features to you during
the term of this Agreement. The Online Service includes features that permit Creators to “invite” Collaborators to view,modify, collaborate on, share, and “publish” content from Sheets, permit Sys Admins to set certain limits on how Sheets
can be shared, and permit Sys Admins and Creators to “publish” Your Content. Smartsheet has no liability for any

distribution, publication, display, use or disclosure of Your Content by other users of the Online Service to whom you
provide or submit Your Content.
5.5
Confidentiality of Your Content. Except as described in this Section 5 or with your separate permission,
Smartsheet will not disclose or distribute Your Content to any third party. Notwithstanding any separate nondisclosureagreement that may have been executed between you and Smartsheet, Smartsheet may: (a) distribute and disclose Your
Content to other users of the Online Service as described in Section 5.4, (b) allow Your Content to be stored and processedby Smartsheet’s service providers (e.g., hosting and storage providers) who act on Smartsheet’s behalf in providing theOnline Service, as long as such service providers are not authorized to have unencrypted access to Your Content and arebound to protect Your Content by reasonable contractual confidentiality obligations, and (c) disclose Your Content to theextent required by law.
5.6
Treatment of Your Content at Termination. If you maintain a paid account for the Online Service, the Online
Service includes a feature that permits you and your Sys Admin users, at any time during the term of this Agreement, toobtain a zip file backup that includes (1) all attachments on your Sheets in their native file formats and (2) all other content
stored in your Sheets in a comma separated value file. After termination or expiration of this Agreement, Smartsheet has
no obligation to retain, and may delete, Your Content from the Online Service at any time.
5.7
Community Features. We may make available public forums, communities or bulletin boards (“Community
Features”) from our Site or other online access points. These Community Features are not part of the Online Service and,notwithstanding any other provision hereof, you and Your Users may not be permitted to use them without first accepting
additional terms and conditions that govern content submitted to Community Features.
6. Smartsheet APIs, Smartsheet Labs & Third Party Applications.
6.1
Smartsheet APIs. Smartsheet may make certain application programming interfaces (APIs), API access tokens,
HTML scripts, data import tools, or other software available to you as part of the Online Service (collectively, “Smartsheet
APIs”). Smartsheet grants you a non-exclusive, non-transferable license, only while this Agreement remains in effect, touse any such Smartsheet APIs solely to access and use the Online Service for your internal use. You agree not to distribute,disclose or make available the Smartsheet APIs to any third party or (unless you are a registered user of Smartsheet’s
Development Platform and have accepted Smartsheet’s Development Program Agreement) to distribute, disclose or makeavailable any software application or Web site that incorporates or calls the Smartsheet APIs.
6.2
Smartsheet Labs. As used in this Agreement, the term “Online Service” excludes any Pre-Release, Alpha or“Smartsheet Labs” Applications that we may separately make available to you (“Labs Applications”). Labs Applications
are experimental, trial applications that may “break” or cease to be available at any time. We may remove or suspend
access to Labs Applications at any time. Labs Applications are not required in order to use the Online Service and are notpart of the Online Service, even if you elect to integrate them with the Online Service. LABS APPLICATIONS ARE AVAILABLE
ONLY ON AN “AS IS” BASIS. WE MAKE NO WARRANTY AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS,NON-INFRINGEMENT, AVAILABILITY OR QUALITY OF ANY LABS APPLICATIONS OR THE CONTENT MADE AVAILABLE
THROUGH LABS APPLICATIONS, AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, FOR THE LABSAPPLICATIONS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER APPLIES EVEN IF YOU INTEGRATE LABSAPPLICATIONS WITH THE ONLINE SERVICE.
6.3
Third Party Applications. We may make available to you certain third party software applications (“Third Party
Applications”) for use in connection with the Online Service. These Third Party Applications are not part of the Online
Service, and this Agreement does not apply to such Third Party Applications, even if you elect to integrate Third Party
Applications with the Online Service. Each Third Party Application is made available exclusively in accordance with theterms and conditions of the end user license agreement accompanying it. We have no liability whatsoever with respect
to Third Party Applications.

7. Subscription Renewals and Cancellations.
7.1
Subscriptions. If you maintain a paid subscription to the Online Service, your subscription period is establishedwhen you purchase your subscription. Unless you notify us in the account administration area of the Online Service before
the end of your subscription term, your subscription will automatically renew for successive subscription periods of thesame length. Unless we otherwise agree in writing, we charge Service Fees in advance at the beginning of each
subscription period. You may view your current subscription plan and billing information at any time in your accountadministration settings.
7.2
Renewal and Cancellation. Once a subscription period (initial or renewal) commences, all Service Fees paid forthat period are non-refundable. You may cancel your subscription at any time before the end of the then-current
subscription period using the cancellation procedure available through the account administration area of the Online
Service, in which case your subscription will not renew and we will not charge you any further Service Fees. When you
cancel your subscription, your paid subscription will terminate and you and Your Users’ access to the Sheets you created(and Your Content within them) will terminate.
8. Service Fees; Payment; Taxes.
8.1
Service Fees. You agree to pay the fees in effect for your subscription at the time you purchase or renew it, alongwith any fees for additional services you agree to pay while using the Online Service (collectively, “Service Fees”). Current
pricing for subscription plans is available on the Site. Unless we separately agree otherwise in writing, all Service Fees forsubscriptions are payable in advance prior to the commencement of each subscription period. Other Service Fees becomedue and payable as described on our Site or in this Agreement.
8.2
Billing Information. When you subscribe for a paid Online Service subscription, you will provide us with either avalid, up-to-date credit card number or the other payment information we request. If you have selected a credit card or
Paypal as your payment method, you authorize us to charge your credit card (or Paypal account, as applicable) for Service
Fees on the first day of your initial subscription period and each renewal subscription period and, for any additional Service
Fees beyond your Service Fee (for example, Service Fees for Work Requests), to charge your credit card when such fees
become due and payable. You are responsible for maintaining up-to-date payment information on our Site. If we cannot
charge your credit card for any Service Fees when due because your payment information is no longer valid and up-todate, or if we do not receive your payment when due through the alternative payment method you have selected, wemay, at our election: (a) suspend your access to the Online Service, in which case you will be responsible for all Service
Fees incurred during the period of suspension; (b) immediately terminate this Agreement, in which case your right to use
the Online Service will cease; or (c) without waiving our rights to suspend or terminate your account, allow you a longer
period during which to make payment, in which case you will remain responsible for all Service Fees incurred while weawait your payment. Late payments incur interest charges at the rate of 1% per month on any outstanding balance or the
maximum amount permitted by applicable law, whichever is less. The Service Fees shown on our Site do not include any
local, state or federal taxes or duties. Except for our income taxes and gross receipts taxes, you acknowledge that you areresponsible to pay such taxes (if any). If we collect sales tax or other taxes from you, we will identify the portion of yourpayment attributable to such taxes.
9. Referral Rewards Program. If you participate in our Referral Rewards Program, your participation in the program isgoverned by our Referral Rewards Program Agreement. The Referral Rewards Program Agreement forms a part of, and isincorporated by reference into, this Agreement. If this Agreement conflicts with the Referral Rewards Program Agreement
in any respect, the term of this Agreement will control.
10. Term and Termination; Subscription Renewals and Cancelations.
10.1
Term. This Agreement begins when you first create a login for the Online Service and accept this Agreement. It
remains in effect indefinitely unless terminated as provided in this Section 10.

10.2
Termination by You. You may terminate this Agreement at any time by written notice to us in accordance withthis Agreement. We will not be obligated to refund any Service Fees to you when you terminate. Your termination will
be effective immediately upon our acknowledgement, and in no event later than 30 days from your notice to us. Notethat your cancelation of a subscription does not, in and of itself, terminate this Agreement.
10.3
Termination by Us for Cause. We may terminate this Agreement and your access to the Online Service
immediately, without any obligation to notify you or refund any Service Fees, if you are in breach of this Agreement, youmisappropriate or infringe any of our intellectual property or proprietary rights, or you fail to make any payment when
due.
10.4
Termination by Us for Convenience. In addition, we may terminate this Agreement at any time, for any reason or
no reason, by giving you 5 days’ written notice to the email address you provide when you register for the Online Service.
If we discontinue your access to the Online Service at the end of this 5 day period, our termination will be effective at theend of this period, and we will refund any prepaid, unused subscription fees for the Online Service as soon as practicable
thereafter. Otherwise, no Service Fees are refundable, and you may continue using the Online Service through the end ofyour subscription period, at which point our termination will become effective.
10.5
Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and obligations of theparties will cease, except that the following sections will survive: 2, 3, 4.4, 5, 10.5, 11, 12, 13.4, 14, 15.1, 15.3, and 16
through 21; and (b) notwithstanding any provision of any surviving section, you will have no further right to use the Online
Service.
11. Ownership of the Online Service.
11.1
Online Service and Documentation. As between the parties, Smartsheet retains all right, title and interest in andto (a) the Online Service and the technology and software used to provide it, and all intellectual property and proprietary
rights therein; and (b) all electronic and print documentation and other content and data (excluding Your Content) madeavailable through the Online Service. Except for your rights to access and use the Online Service set forth in thisAgreement, nothing in this Agreement licenses or conveys any of Smartsheet’s intellectual property or proprietary rights
to anyone, including you.
11.2
Feedback. You agree that Smartsheet will have a perpetual right to use and incorporate into the Online Service
any feedback or suggestions for enhancement that you or Your Users provide to Smartsheet concerning the Online Service(“Feedback”), without any obligation of compensation.
12. Privacy. Smartsheet provides the Online Service in accordance with its Privacy Policy, as it may be updated from time
to time and posted on the Site (“Privacy Policy”). You acknowledge that your use of the Online Service is governed by thePrivacy Policy.
13. Work Requests.
13.1
Work Requests. The Online Service includes a “Smartsourcing” tool that allows you to submit requests to an ondemand work force for completion of simple tasks (“Work Requests”). If you place a Work Request through the Online
Service, Smartsheet uses Amazon.com’s “Mechanical Turk” and/or other third party services to submit Work Requests tothird parties who may wish to perform such tasks (“Service Providers”).
13.2
Smartsheet’s Role; Disclaimer. Smartsheet acts as your agent in paying Service Providers for Work Requests inthe amounts authorized by you via the Online Service. Otherwise, Smartsheet has no role in your transactions with Service
Providers. The Online Service simply provides a venue where you can submit Work Requests to Service Providers.
Smartsheet neither screens nor recommends any Service Providers, and has no control over the quality or legality of thework provided by Service Providers. Smartsheet makes no representations as to the ability of Service Providers tocomplete Work Requests to your satisfaction, or the willingness of Service Providers to complete Work Requests at theprices you request. You submit Work Requests entirely at your own risk.

13.3
Fees for Work Requests. When you submit a Work Request, you set the price it is willing to pay. The Online
Service permits you to accept or reject work from Service Providers; work is automatically accepted if not rejected withina certain period of time. Amounts payable to Service Providers become due and payable when you accept the work
performed. Smartsheet charges additional fees (beyond the amounts you agree to pay Service Providers via the Online
Service) for placing Work Requests; these fees are payable in the amounts described on the Site. Service Fees payable by
you for Work Requests are due net thirty (30) days from the date of our invoice for or notice of such Service Fees.
13.4
Release of Claims With Respect to Work Requests. BECAUSE SMARTSHEET IS NOT INVOLVED IN TRANSACTIONSBETWEEN YOU AND YOUR SERVICE PROVIDERS, YOU HEREBY RELEASE SMARTSHEET AND ITS LICENSORS ANDSUBCONTRACTORS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES, FROMANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND
NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR
IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN YOU AND YOUR SERVICE PROVIDERS.
14. Confidentiality. You agree not to disclose, duplicate, publish, release, transfer or otherwise make available our
Confidential Information in any form to any person or entity without our prior written consent. “Confidential
Information” means any of our financial, technical, or business information that we designate as confidential at the time
we disclose it to you, or that you should understand to be confidential based on the nature of the information or thecircumstances surrounding its disclosure. The specific features of the Online Service, the documentation we provide to
you in connection with it, and the Smartsheet APIs are our Confidential Information. Confidential Information does notinclude any information that: (i) is or becomes generally known to the public without breach of your confidentiality
obligation under this Agreement; (ii) was independently developed by you without breach of your confidentiality
obligation under this Agreement; or (iii) is received from a third party who obtained such Confidential Information without
breach of any obligation owed to us.
15. Representations and Warranties; Disclaimer.
15.1

General. Each party represents and warrants that it has the necessary authority to enter into this Agreement.

15.2
Limited Warranty for Online Service. Smartsheet represents and warrants that the Online Service will operate
substantially as described in the online documentation made available with the Online Service.
15.3
Disclaimer. You acknowledge that, as an internet-delivered software application, the Online Service may
experience periods of downtime, including but not limited to scheduled maintenance. Accordingly, EXCEPT FOR THE
LIMITED WARRANTIES IN SECTION 15.2, SMARTSHEET MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
THE ONLINE SERVICE, INCLUDING ITS DOCUMENTATION, THE SMARTSHEET APIS, OR ANY DATA OR CONTENT MADEAVAILABLE THROUGH THE ONLINE SERVICE, WHETHER EXPRESS OR IMPLIED. SMARTSHEET SPECIFICALLY DISCLAIMS ALLIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND
ACCURACY. SMARTSHEET DOES NOT WARRANT THAT THE ONLINE SERVICE WILL BE ERROR-FREE OR OPERATE WITHOUTINTERRUPTIONS OR DOWNTIME.
16. Liability Limitation; Damages Exclusion. SMARTSHEET WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,
SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE ARISING UNDER THISAGREEMENT, EVEN IF SMARTSHEET HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. IN ADDITION,
SMARTSHEET’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT, REGARDLESSOF THE CAUSE OF ACTION, WILL NOT EXCEED THE FEES ACTUALLY PAID TO SMARTSHEET UNDER THIS AGREEMENTDURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17. Indemnification. You will defend, indemnify and hold harmless Smartsheet and its corporate affiliates, directors,
officers, employees, successors, assigns and agents from and against any third party claim, demand or action, and all
resulting damages, settlement amounts, penalties, costs and expenses, that arises out of our relates to Your Content(except to the extent such claim arises from Smartsheet’s use of Your Content in violation of this Agreement), including

without limitation claims that Your Content infringes or violates any intellectual property or proprietary right of a third
party, violates any confidentiality obligation owed to a third party, or violates any applicable law.
18. Publicity. You agree that, if you have (or have had) a paid subscription to the Service, we may identify you as acustomer on our Site or in our customer list, blogs, and other public communications.
19. Notices. Except where this Agreement permits notice via email, all notices required under this Agreement must be
in writing, must be sent via internationally recognized delivery service or messenger or via U.S. mail, and will be deemed
given five (5) business days after having been sent. Notices must be addressed as follows: if to us, to Attn: Legal Affairs,
10500 NE 8th Street, Suite 2000, Bellevue WA 98004, and for notices permitted to be sent via email, tolegal@Smartsheet.com; and, if to you, to the contact name and address or email address that you have provided us.
20. Entire Agreement. This Agreement represents the entire agreement between Smartsheet and you with respect toyour use of the Online Service and the related matters set forth in this Agreement. As between Smartsheet and you, thisAgreement expressly supersedes (i) any terms or conditions stated in your purchase order, order documentation or similar
document (whether submitted or executed before or after the start date of your subscription period, if applicable), (ii)any online agreement that you or Your User may have accepted, or may accept in the future, in the course of using theOnline Service, and (iii) any other contemporaneous or prior agreements or commitments regarding the Online Service or
the other subject matter of this Agreement.
21. General. This Agreement has been written in the English language, and you agree that the English language version
will govern your use of the Online Service and the other matters described in this Agreement. Neither party is liable fordelay or default under this Agreement if caused by conditions beyond its reasonable control (e.g., technology malfunctions
or acts of God). This Agreement is governed by the internal laws of the State of Washington, without regard to its conflictsof law rules, and each party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in
Seattle, Washington for any dispute arising out of this Agreement. Either party may assign this Agreement in connection
with a merger or similar transaction, or to any third party acquiring all or substantially all of such party’s assets or equity
securities, without any requirement to obtain permission for such assignment; otherwise, neither party may assign thisAgreement to a third party without the written consent of the other party in advance. This Agreement will bind and benefit
the parties, their successors, and their permitted assigns. Each party is an independent contractor to (and may not act onbehalf of or bind) the other. This Agreement may be signed in counterparts and by facsimile or PDF.