Last updated: September 26, 2026

This User Policy (“UUP”) govern your use of the online services (the “Online Services” or “Utilen Platform”) and materials available therein (“Materials”) provided by the Utilen entity identified in your agreement and its Affiliates (collectively “Utilen”).

1. RECITALS

1.01. Unauthorized access or use of the Utilen Platform or Materials is prohibited and our rights will be enforced in accordance with these UUP. Payment for unauthorized use will be immediately owed to Utilen.

1.02. Please review our Privacy Policy, which also governs your use of the Utilen Platform, and is incorporated by reference herein.

1.03. Definitions

1.03.1. The terms “you”, “your”, “Customer”, or “Subscriber” shall mean you as the individual accessing the Online Services.

1.03.2. “Agreement,” when used below, means the subscription agreement you have with Utilen for the provision of specific Online Services, which incorporates these UUP by reference as the User Policy, and may be a Master Services Agreement or other agreement with Utilen.

1.03.3. “Affiliate” as used herein means a corporation, partnership, or other legal entity that controls, is controlled by, or is under common control with that party, either directly or through another Affiliate, but only while that control relationship exists; “control” of an entity means the power to direct the management and policies of that entity through a controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled to more than 50% of the votes of that entity.

1.03.4. “Customer Data” means files that you or your Authorized Users upload to the Online Services (inclusive of any of Subscriber’s client’s information).

1.03.5. “Documentation” means applicable terms and conditions and related rights and obligations related to the use of Utilen’s website and the Utilen Platform and incorporated herein in their entirety. The applicable Service’s Trust and Compliance documentation at www.utilen.com/utilen-security and its usage guides and policies, as updated from time to time, accessible via login to the applicable Service and subject to confidentiality obligations. Any other applicable User Terms of Use (www.utilen.com/terms-conditions), Terms and Conditions covering any specific service, function, or feature (www.utilen.com/commercial-terms), including, without limitation Beta Services Terms and Conditions, and Privacy and Data Policies and terms (www.utilen.com/privacy-policy) including, without limitation, Utilen’s Privacy Policy and Utilen’s Data Processing Addendum.

1.04. “Utilen Platform” means the online Coordination Engine™ provided by Utilen for the exchange of information and other services or goods for and between manufacturers, EPCs (engineering, procurement, and construction service providers), and utilities in the power industry to render the Services.

2. SERVICES AND RESTRICTIONS ON USE

2.01. Subject to your compliance with this User Policy, the Documentation, and other Policies of Utilen, and your payment of any applicable fees, Utilen or its content providers grant you a non-exclusive, non-transferable, limited right to access and use, in the ordinary course of your business, the Online Services and Materials as follows:

2.01.1. so long as performed via the Online Service functionality: (i) share Materials with other Authorized Users; (ii) make printouts of the Materials, and (iii) download Materials;

2.01.2. store Materials to the extent required for legal or regulatory compliance; and

2.01.3. use the Utilen Platform solely for the purposes of enabling you to use the Utilen Services as provided by Utilen according to the terms and conditions stated herein and in any Master Services Agreement or the Documentation.

2.02. The rights granted under Section 2.01 are limited hereby. By your use of the Utilen Platform, you agree not to:

2.02.1. sell, resell, sublicense, distribute, rent, lease or otherwise permit a third party to access or use the Utilen Platform or any portion of the same;

2.02.2. permit direct or indirect access to or use of the Utilen Platform in a way that circumvents any usage limitations reasonably imposed by Utilen;

2.02.3. copy the Utilen Platform or any component, feature, function or user interface of the Utilen Platform;

2.02.4. remove, modify or obscure any trademark, or any other name or logo, of Utilen or its service providers that may appear in the Utilen Platform or any user interface thereto;

2.02.5. attempt to reverse engineer any Utilen Platform in whole or in part, nor attempt to create a substitute a similar product through the use of or access to the Utilen Platform;

2.02.6. use the Utilen Platform to violate any law, statute, ordinance or regulation;

2.02.7. create liability for Utilen or our affiliates or service providers, or cause Utilen to lose (in whole or in part) the services of any of our service providers;

2.02.8. download and store Materials in a database;

2.02.9. offer any part of the Online Services or Materials to any third party for commercial resale or commercial redistribution;

2.02.10. use the trademarks, service marks or logos of Utilen, its affiliates or third-party licensors without express prior written consent;

2.02.11. remove or obscure copyright or other notices contained in Materials;

2.02.12. attempt to reverse engineer or otherwise derive any of the computer programs, source code or methodology related to the Online Services;

2.02.13. access or use the Online Services via mechanical, programmatic, robotic, scripted or any other automated means;

2.02.14. use any of the Materials to train (or facilitate the training of) large language models, machine learning models, generative AI, or other similar technologies (“AI Technologies”). The uploading or submission of Materials into third party applications, software or websites that utilize AI Technologies is prohibited unless approved in writing by Utilen.

2.02.15. post reviews, comments, photos, videos, and other content, or other communications that are illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable;

2.02.16. use the Online Services or Materials to compete with Utilen or its affiliates;

2.02.17. provide data to the Utilen system that contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages; or

2.02.18. use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a user or user supplied content.

2.03. Restricted Data. Some of the information contained in the Utilen Services may be (a) “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act, (15 U.S.C. § 6801, et seq.) and related state laws (collectively, the "GLBA") and is regulated by the GLBA (“GLBA Data”) or (b) “personal information,” as defined in the Drivers Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively, the "DPPA"), and is regulated by the DPPA ("DPPA Data" and together with GLBA Data, the “Restricted Data”). Notwithstanding anything to the contrary, Customer shall not obtain and/or use Restricted Data through the Utilen Services in any manner that would violate the GLBA, the DPPA, or any similar state or local laws, regulations and rules. Customer may be required to certify its permissible use of Restricted Data.

2.04. Health Data. Authorized Users are strictly prohibited from uploading content that is considered protected health information in violation of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) (collectively “Health Data”).

2.05. Parties other than Utilen provide services or software, or sell product lines through the Utilen Services. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from Utilen. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their Web sites). Utilen does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

2.06. When you use the Utilen software, you may also be using the services of one or more third parties. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

3. ACCESS TO SERVICES

3.01. You agree that you are an Authorized User under an existing Master Services Agreement. You are accessing and using the Online Services and Materials under the Master Services Agreement of your employer. You agree to know and be bound by the terms of the Master Services Agreement and any Documentation, including related and applicable Terms and Conditions associated with the Online Service in which you are operating under, and to be bound by the terms of use of that Agreement along with this UUP.

3.02. A Utilen ID can only be used by its assigned Authorized User and must be deactivated if the individual is no longer an Authorized User.

3.03. You are responsible for use of the Online Services with any Utilen ID issued to you, including associated charges. You will use reasonable commercial efforts to prevent unauthorized use of Utilen IDs assigned or issued to you and will promptly notify Utilen, in writing, if you suspect that a Utilen ID is lost, stolen, compromised, or misused.

3.04. Our website includes contact forms to collect information such as your name, email address, phone number, and message. By submitting a form, you consent to the collection, storage, and processing of this information to respond to your inquiry or provide requested services. You agree to provide accurate and complete information.

3.05. To comply with local privacy, data protection and other laws, each Utilen ID is country specific and may not be used outside the country for which it is issued (the “Territory”), except for short periods not to exceed 30 continuous days. If Utilen suspects use of a Utilen ID outside the country of issue for a period in excess of 30 continuous days, Utilen may suspend the Utilen ID or require you to use and pay for an Utilen ID for the relevant country. On request, Utilen will issue a geographically compliant Utilen ID, subject to additional costs, if applicable.

3.06. When you use the Utilen Platform, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other Utilen site including the Utilen Platform, such as our Message Center, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

3.07. You represent and warrant that Customer Data does not violate applicable law or infringe the rights of any third party.

4. PRODUCT FUNCTIONALITY

4.01. The Online Services, Materials, and functionality within the Online Services may be enhanced, added to, reorganized, combined or (subject to Section 10 below) withdrawn or otherwise changed by Utilen without notice.

4.02. You may post reviews, comments, photos, videos, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. Utilen reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

4.03. With respect to items sold or identified on the Utilen Platform, Utilen cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item sold by Utilen is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Other merchants providing information on the Utilen Platform may follow different policies in the event of a mispriced item.

4.04. The Online Services may use machine learning or artificial intelligence (“AI”) according to the following terms:

4.04.1. Some of the Online Services utilize AI and other technologies, including generative AI (the “AI Services”). AI Services may contain various functionalities and features, including collate and organize, create summaries, provide analysis and otherwise manipulate content and to create content such as emails, summaries or other documents. Utilen may provide responsive search results based on natural language queries or prompts that Authorized Users provide while using the Online Services. AI systems may not be accurate or error-free, and Authorized Users are responsible for verifying any information provided in the Online Services. AI is not a substitute for independent professional advice.

4.04.2. Certain features of the Online Services, including those utilizing AI technology, permit an Authorized User to enter or create a prompt (a “Prompt”), including Prompts requesting the summarization or analysis of text pasted into the Prompt by the Authorized User. You represent and warrant that your Prompts (or any portions thereof) do not violate applicable law or infringe the rights of any third party. The retention of Prompt history and its deletion is within the control of the Authorized User.

4.04.3. Utilen does not claim intellectual property rights in any content created by your use of the AI Services (“Output”) except to the extent that the Output includes Independent Content. “Independent Content” means any work of authorship in the data that is subject to a copyright (1) owned by Utilen or (2) owned by a third party and licensed to Utilen with the right to sublicense to customers of the Online Services.

4.04.4. You acknowledge and agree that Output may include content subject to third party intellectual property rights, including rights that may limit your use of such Output, and Utilen offers no representation or warranty to the contrary, express or implied.

4.04.5. Customer may upload Customer Data into certain AI Services where such Customer Data are hosted and/or stored by Utilen.

4.04.6. If Utilen's third-party cloud services fail or significantly degrade resulting in a material impact to the AI Services, you authorize Utilen to failover from the primary AI Services hosting location to a secondary location provided by Utilen's existing AI cloud providers or other providers. Utilen will make commercially reasonable efforts to maintain the same service levels and performance standards for AI Services hosted on the secondary location as those on the primary location. You accept that some performance or functionality degradation may occur during and immediately after a failover.

5. INDEMNITY. You agree to indemnify, defend, and hold Utilen harmless for all third-party claims, damages, costs, fines and expenses that Utilen may incur as a result of any content uploaded by you to the Online Services, including any material generated by Utilen’s Artificial Intelligence engine that generates material from materials uploaded or provided by you.

6. INTELLECTUAL PROPERTY

6.01. All right, title, and interest in the Online Services and Materials belongs to Utilen or its third-party suppliers of Materials. Utilen grants no rights to you except those stated in this User Policy or the rights granted to you through any applicable Master Services Agreement to which you are operating under.

6.02. Except for Customer Data, all content included in or made available through the Utilen Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Utilen or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through and the specific presentation of content provided on the Utilen Platform is the exclusive property of Utilen and protected by U.S. and international copyright laws.

6.03. A list of Utilen’s current trademarks can be found at www.utilen.com/IP. In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Online Services are trademarks or trade dress of Utilen in the U.S. and other countries. Utilen's trademarks and trade dress may not be used in connection with any product or service that is not Utilen's or in any manner that is likely to cause confusion among customers. All other trademarks not owned by Utilen that appear in any Utilen Online Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Utilen.

6.04. Uploading Customer Data to the Online Services shall not give rise to any claim of ownership in the Customer Data by Utilen.

6.05. Notwithstanding 6.04, Customer acknowledges that a fundamental component of the Services is the use of machine learning and performance metrics for the purpose of providing and improving Utilen’s products and services, including, without limitation benchmarking industry standards. Notwithstanding anything to the contrary, Utilen may collect, use, aggregate, de-identify and/or anonymize (during and after the Term) information related to Customer’s use of the Services to train its algorithms through machine learning techniques, monitor performance, create analytics and statistical data, or for any other purpose permitted by Applicable Law. Utilen will not use Customer Data to train a machine learning algorithm. Instead, Customer Data is only passed through the machine learning portion of the Utilen Platform to provide answers to Customer inquiries only based on the permissions and sharing criteria of Customer and not to other customers of the Utilen Platform.

6.06. Subscriber will have secured all necessary rights from its clients or data-sources to utilize their information in Customer Data.

6.07. If you provide Customer Data to the Utilen Platform, and unless we indicate otherwise, you grant Utilen a nonexclusive, royalty-free right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content to render the Online Services. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Utilen for all claims resulting from content you supply. Utilen has the right but not the obligation to monitor and edit or remove any activity or content. Utilen takes no responsibility and assumes no liability for any content posted by you or any third party.

6.08. You grant to Utilen and its affiliates a worldwide, perpetual, transferrable, irrevocable, royalty-free license to use and incorporate into their respective service or product offerings any Feedback, including, without limitation, any suggestion, enhancement, request, recommendation, function, improvement, or correction provided by you relating to the Utilen Platform or Services. You hereby irrevocably assigns to Utilen all right, title, and interest in and to the Feedback and agree to provide Utilen any assistance required to document, perfect, and maintain rights in the Feedback.

7. SANCTIONS

7.01. The Customer represents and warrants on an ongoing basis that it and the Authorized Users: (i) are not Sanctioned Parties; (ii) will not provide access to the Utilen Platform and/or product(s) (collectively referred to as “Utilen Services”) to any Sanctioned Party; (iii) will not access Utilen Services from a country subject to Sanctions List and/or applicable embargoes; and (iv) will not use any Sanctioned Party in any manner in connection with this UUP.

7.02. Breach of this clause shall entitle Utilen to terminate immediately on written notice, without prejudice to any other rights available by law or contract.

7.03. “Sanctions List” means each of: (i) OFAC's list of Specially Designated Nationals (‘SDN List’); (ii) the UK's HM Treasury's Consolidated List of Sanctions Targets; (iii) the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions; (iv) U.S. Department of Commerce Bureau of Industry and Security Entity List; or (v) any other applicable sanctions lists.

7.04. “Sanctioned Party” means any person (entity or individual) who is subject to sanctions or export controls imposed by the United States, United Kingdom, European Union or other applicable authority, including, but not limited to any person: (i) identified on any Sanctions List; or (ii) who is 50 percent or more owned, directly or indirectly, individually or in the aggregate, or otherwise controlled, by any person identified in (i).

7.05. You represent and warrant that you and your Authorized Users will comply with all applicable export control laws, including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations, to the extent applicable. You agree not to upload, submit, or otherwise make available through the Online Services any technical data or technology that is controlled under such laws at a level requiring a government license or authorization, without Utilen's prior written consent. You are solely responsible for determining whether any content you submit is subject to such restrictions before uploading it.

7.06. You represent and warrant that you will not access or use the Online Services from, or make the Online Services available to any person in, a country or region subject to comprehensive U.S., UK, EU, or Canadian trade sanctions or embargoes, or use the Online Services in connection with any nuclear, chemical, biological, or missile end-use prohibited by applicable export control laws.

7.07. A breach of Section 7.05 or 7.06 shall be treated the same as a breach of Section 7.01 for purposes of Section 7.02 (immediate termination on written notice), and Section 5 (Indemnity) applies to any claim, fine, or penalty arising from such breach.

8. LIMITED WARRANTY

8.01. EXCEPT AS OTHERWISE PROVIDED IN A MASTER SERVICES AGREEMENT OR DOCUMENTATION OR OTHER AGREEMENTS WITH UTILEN, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND UTILEN AND EACH THIRD-PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER.

8.02. Utilen disclaims any warranty or liability, of any kind, for the accuracy of data in reports generated using Customer Data and disclaims responsibility for any results obtained through Subscriber-designed and -generated reports using the AI Services.

8.03. Utilen attempts to be as accurate as possible for any product descriptions provided on the Utilen Platform. However, Utilen does not warrant that product descriptions or other content of the Utilen Platform is accurate, complete, reliable, current, or error-free. If a product offered by Utilen itself is not as described, your sole remedy is to return it in unused condition.

9. LIMITATION OF LIABILITY

9.01. Each party’s liability arising out of or related to this User Policy is subject to the limitations and exclusions of liability set out in the Master Services Agreement.

9.02. Except as provided by another agreement with Utilen, such as a Master Services Agreement, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from: (i) errors or omissions in the Online Services or Materials; (ii) the unavailability of the Online Services or any Materials; (iii) your use of the Online Services or Materials; or (iv) the loss or corruption of any data or equipment in connection with the Online Services.

9.03. “Covered Party” means Utilen, its affiliates, any third-party supplier of Materials, and any of their respective officers, directors, employees, subcontractors, agents, successors, or assigns.

9.04. UTILEN WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY, OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS UUP, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR BUSINESS INERRUPTION DAMAGES ARISING OUT OF OR RELATING TO THIS UUP, EVEN IF UTILEN HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS UUP OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE PAID BY YOU TO UTILEN IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM, OR IF SERVICES ARE PROVIDED WITHOUT COST THEN THE MAXIMUM LIABILITY OF ANY CLAIM WILL BE ONE THOUSAND DOLLARS ($1,000).

9.05. Utilen will not be liable for any delay or failure to perform any of our obligations under this UUP or Documentation by reasons, events or other matters beyond our reasonable control.

9.06. Utilen shall not be responsible or liable for any mishaps, errors, or losses in Customer's business operations, Customer’s Data, including those related to orders, documents, or other inputs made by Customer or its users, even if arising from the software's performance during the Term.

10. SUBSTITUTION OF MATERIALS. If the Online Services or Materials become, or in the opinion of Utilen are likely to become, the subject of a claim of infringement, Utilen may, at its option and expense, either: (i) procure for you the right to continue using the Online Services or Materials; (ii) replace or modify the Online Services or Materials so that they become non-infringing; or (iii) if other options herein are not reasonably available, terminate your Agreement and UUP on notice to you and grant you a pro-rata refund or credit (as applicable) for any pre-paid fees or fixed charges.

11. CHANGES AND MODIFICATIONS

11.01. These UUP, including the Documentation (except as expressly limited by the individual document/agreement), and the Materials may be changed by Utilen without notice to you or reasonable notice as required by any applicable law, provided that such changes will only be applied prospectively and not be specifically directed against you. Continued use of the Online Services following the effective date of any change constitutes acceptance but does not waive your rights under Section 12.

12. TERMINATION

12.01. This UUP applies as long as you have access to the Utilen Platform or while you are an identified user under a Customer Master Services Agreement, whichever is longer.

12.02. If you breach UUP, Documentation, or Master Services Agreement, Utilen may, without notice, temporarily suspend or discontinue providing access to the Online Services, as reasonably necessary to protect Utilen’s rights and interests under the agreements, terms, or policies.

12.03. Upon termination, your rights to use or access the Online Services and Materials immediately cease.

12.04. Upon termination or expiration of this UUP, Utilen will provide Subscriber with an opportunity to export or retrieve Customer Data stored in the Online Services according to the Master Services Agreement. After a reasonable period of not less than thirty (30) days from the effective date of termination, Utilen reserves the right to permanently delete all Customer Data stored in the Online Services unless otherwise required by law to retain such data. Upon request by Subscriber made before or within thirty (30) days after the effective date of termination, Utilen will make available to Subscriber, in a mutually agreed upon format and medium, a file of Customer Data.

13. PRIVACY AND DATA SECURITY

13.01. The ability of Utilen to provide Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions (“Data Laws”) and by the licenses under which it obtains Materials (“Licenses”). You acknowledge that Utilen may perform a due diligence review of your account upon registration and that the due diligence review will be heightened if you desire to access sensitive, non-public Materials about individuals. You also acknowledge that Utilen may, in its sole discretion, perform periodic reviews of you and your Authorized Users' use of Materials subject to Data Laws or Licenses (“Regulated Data”) to comply with Data Laws and license restrictions, and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users will cooperate with Utilen in any such due diligence or regulatory review and will promptly produce all relevant records and documentation and other assistance reasonably requested by Utilen to enable Utilen to fulfill its obligations under Data Laws and Licenses. All reviews will be at the expense of Utilen. If there is any failure to cooperate with Utilen, or if any review reveals the lack of a permissible purpose to access Regulated Data, Utilen may deny access to the Online Services or to Regulated Data. Utilen will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non-cooperation.

13.02. If you, any of your Authorized Users, or any person you or your Authorized Users permits to use the Online Services or who gains access through an Authorized User's failure to properly secure his or her Utilen ID or computer (a “Third Party User”) should access or use Regulated Data in an unauthorized manner (a “Security Event”), then the following provisions will apply: (a) if required by applicable law, you will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) you will notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law; (c) the notification will not reference Utilen or the product through which the Regulated Data was provided, nor will Utilen be otherwise identified or referenced in connection with the Security Event, without the express written consent of Utilen, or as required by law; (d) you will be solely liable for all claims that may arise from a Security Event caused by you, your Authorized Users, or a Third Party User and you will indemnify Utilen for any third-party claims directed against Utilen that arise from the Security Event; and (e) all notifications and indemnity claims related to the Security Event will be solely at your expense.

13.03. You are responsible for the legality of the personal data that you or your Authorized Users provide to us. To the extent that you or your Authorized Users provide personal data to us for account registration or otherwise, the parties acknowledge and agree that we will process such information in accordance with the data protection laws, the Utilen Privacy Policy at utilen.com/privacy-policy.

14. NOTICES

14.01. Notices must be given:

(a) by certified next day delivery where you and Utilen are in the same country; or

(b) by certified airmail where you and Utilen are in different countries.

Notices to Utilen must be sent to Utilen, Attn: Legal, Utilen, PO BOX 270157 Saint Paul, MN 55127, with a copy to legal@Utilen.com (provided that notices of Utilen’s breach, or your tendering of indemnification to Utilen must be marked as urgent in the subject line).

Notices to you of breach, termination, or of the triggering of an indemnification obligation may be sent to you at any of your addresses listed in your Agreement. Utilen may provide any other required notices to you via the Online Services.

15. CONFIDENTIALITY

15.01. Confidentiality provisions and requirements are provided in the Master Services Agreement or applicable Terms and Conditions for the Online Services provided to an authorized user.

15.02. Customer acknowledges and agrees that Utilen may use Customer’s Confidential Information to render the Services provided herein and may share Customer’s Confidential Information according to the Services provided and the authorizations provided to render those Services.

15.03. Customer also acknowledges and agrees that it is responsible for designating its Customer Data as confidential and setting the appropriate access levels for the Customer Data. Utilen is not responsible for disclosing any Customer Data according to the access level identified by Customer, regardless of the nature or subject matter of the material. For the avoidance of doubt, when the Customer selected access level for Customer Data is provided, the confidentiality obligations of Utilen with respect to that Customer Data will be based on the Customer selected access level regardless of any markings on the Customer Data, the subject matter of the Customer Data, or any other indicator that the Customer Data should be held confidential in contradiction to the Customer selected user access.

15.04. Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times. Any confidentiality term limits in this Agreement or any existing Non-Disclosure Agreement between the Parties does not apply to customer personal data.

16. MISCELLANEOUS

16.01. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from a Force Majeure Event. If a Force Majeure Event occurs, the affected party will notify the other party and take commercially reasonable efforts to mitigate the adverse effects of the Force Majeure Event on its obligations under your UUP and Agreement. This section does not excuse your obligation to pay for Online Services actually received. As used herein, “Force Majeure Event” means: a cause which is beyond a party’s reasonable control, including without limitation, fire, riot, civil disturbance, strike (other than a strike by that party’s employees), embargo, explosion, natural disaster, epidemic, pandemic, act of military authority, act of terrorism, act of God, government requirement or delay, change in law or regulation, disruption or outage of communications, power or Internet infrastructure.

16.02. EACH PARTY HEREBY UNCONDITIONALLY, KNOWINGLY, EXPRESSLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVES ITS RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW IN ANY SUIT, ACTION, DISPUTE OR PROCEEDING, WHETHER BY CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY OR AGAINST SUCH PARTY OR IN A REPRESENTATIVE CAPACITY, ARISING OUT OF, CONCERNING OR IN ANY WAY RELATING TO THE USE OF THE ONLINE SERVICES OR THE UUP.

16.03. The Parties both consent that any dispute with or under this UUP or claim relating in any way to this UUP or use of the Utilen Platform will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) either party may elect to proceed in a small claims court that is a court of Delaware if your claims qualify; (ii) you or we may bring suit in the state of Delaware, submitting to the jurisdiction of the courts in the state of Delaware and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights; and (iii) we may bring any claims related to your sale of counterfeit products on the Utilen Platform in the courts in the state of Delaware and seek any remedy available under law related to those claims. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this UUP as a court would. Before you begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to our registered agent. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. For all cases, the AAA commercial fee schedule governs the payment of all filing, administration and arbitrator fees. The underlying award in the arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. Utilen and Customer each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, Customer and Utilen each waive any right to a jury trial. If for any reason a claim proceeds in court rather than in arbitration, Customer and Utilen each agree and submit to the courts in the state of Delaware. This UUP will be interpreted and applied under the laws of Delaware notwithstanding conflict of laws provisions.

16.04. Certain aspects of the Online Services may link to websites or services operated by third parties unaffiliated with Utilen. Such links are provided for your convenience only. Utilen does not control, endorse or warrant the materials contained in such third-party websites and is not responsible for their content. Use of such third-party websites are at your own risk and you agree that Utilen is not responsible for such third-party websites and services or their content, and you agree to indemnify and hold Utilen harmless from all claims or liability arising from your use of such third-party websites or services.

16.05. Utilen is continuously developing and improving its products and services. Utilen may ask you or certain of your Authorized Users to provide feedback including, but not limited to, proposed names, survey responses, research study participation, or user experience insights (“Feedback”) about, among other things, its pre-commercial concepts, branding, and/or pre-release versions of new or existing products and services (collectively, “Beta Products”). Utilen is free to incorporate and implement any Feedback into Utilen products or services without payment of current or future royalties or compensation. In consideration of your participation in and access to Beta Product development, you hereby assign to Utilen all rights, title, and interest to Feedback, and, to the extent such assignment is not lawful, you hereby grant Utilen a perpetual, irrevocable, royalty-free, exclusive, transferrable, worldwide license to use Feedback for all purposes and with all products now known or later created. You acknowledge that Feedback not already publicly known when disclosed to Utilen becomes Confidential Information of Utilen. You consent to Utilen recording your Feedback. You relinquish any rights to the recording and understand the recording may be copied and used by Utilen without your further permission.

16.06. The failure of you, Utilen, or any third-party supplier of Materials to enforce any provision or exercise any right under these UUP shall not constitute or be construed as a waiver of such provision or of the right to enforce it later.

16.07. You are liable for all costs of collection incurred by Utilen in connection with failure to pay for the Online Services, including, without limitation, collection agency fees, reasonable attorney's fees, and court costs.

16.08. You may not assign your rights or delegate your duties under the UUP without the written consent of Utilen, which shall not be unreasonably conditioned, delayed or withheld. The UUP and any amendment thereto shall be binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.

16.09. Except as agreed otherwise in the Master Services Agreement with Utilen, the UUP shall be governed by and construed in accordance with the laws of the State Delaware, regardless of the law that might otherwise apply under applicable principles of conflicts of law.

16.10. This UUP will be enforced to the fullest extent permitted by applicable law. If any provision of this UUP is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this UUP.

16.11. The Online Services are not, nor are they intended to be, legal, accounting, financial or other professional advice or a substitute for advice of an attorney, accountant or any other professional. The Materials are intended only as general information and are not intended to be and should not be relied upon as legal advice. Utilen shall not be liable, and shall be held harmless, for any errors or omissions in the Online Services, and You assume all risks and liabilities in relying on the Online Services, contributing to a third party’s reliance on the Online Services, or inducing a third party to rely upon the Online Services.

16.12. The UUP is a commercial agreement between the parties and shall not be deemed a consumer transaction except and solely to the extent expressly required by law.

16.13. Where applicable, each affiliated company of Utilen and each third-party supplier of Materials has the right to assert and enforce the provisions of the UUP and Agreement directly on its own behalf as a third-party beneficiary.