Spend Matters Almanac Listing Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU (TOGETHER WITH THE BUSINESS ENTITY, IF ANY, THAT YOU REPRESENT, “You”, “User” or “Your”) AND AZUL PARTNERS, INC. AND ITS AFFILIATES, SUBSIDIARIES AND SUCCESSORS (COLLECTIVELY REFERRED TO HEREIN AS "Spend Matters", “We” or “Our”). PLEASE READ THIS AGREEMENT ("Terms" or “Listing Agreement) CAREFULLY BEFORE SUBMITTING TO THE SPEND MATTERS ALMANAC (THE “Almanac”). BY SUBMITTING A LISTING TO THE SPEND MATTERS ALMANAC, YOU ARE AGREEING TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, DO NOT SUBMIT.

Almanac Listings purchased on spendmatters.com are valid for one year from the date of purchase. At the end of one year, access to the Almanac Listing will expire and, and the Listing must be renewed to continue access for another year. The Almanac is a directory - defined as an service that lists information on like materials, such as a vendor directory. Users may submit a free listing (“Free Listing”) or license an enhanced Almanac Listing (“Enhanced Listing”). Users submit their information via an online form. This form may be accessed by registered Users in good standing for one year from the Listing date; changes may be made to the directory Listing by a User via the form as many times as desired. All directory information is subject to review by Spend Matters staff prior to its publication, release or update in the Almanac. It may take up to two business day to review and publish Almanac Listings. Spend Matters is free to alter any Listing should inappropriate information or content be posted. The Listings found in the Almanac are subject to change, deletion, and update on a daily basis. The amount of materials found within each Almanac listing may vary – some Almanac Listing levels offer more options than others.

Payments for any Almanac Listing are not refundable, except when agreed to by Spend Matters in writing.

Spend Matters periodically conducts a review of Listings in the Almanac. During such checks, should any Listing contents be unverifiable, inaccurate or incorrect, or should any non-working links, out-of-service phone numbers, or undeliverable email addresses be found in any Listing at the time of any review, Spend Matters reserves the right to remove or update such Listing as it sees fit without warning or notice, in its sole discretion.

A Spend Matters membership (including Our free subscriber level) is required to create and maintain an Almanac Listing. By submitting an Almanac Listing, You agree and represent that:

• You are and remain bound by, subject to and shall observe at all times all agreements between You and Spend Matters, including, without limitation, Spend Matters’ Terms of Use, Privacy Policy, and other applicable terms, conditions and obligations
• All information You provide is true, correct, accurate and up to date
• You are solely responsible for all content You provide, and assume all risks associated with Your content, including anyone’s reliance on its quality, accuracy or reliability, including, but not limited, to inaccurate pricing data
• You own or have the necessary permissions to use and authorize the use of Your content
• You own Your content. We own Spend Matters’ content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, aggregate user review ratings and all other elements and components of the Almanac, excluding Your content, other Users’ content or third-party content
• Spend Matters owns the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with Spend Matters content and the Almanac, which are protected by law
• Spend Matters may use Your content in a number of different ways in relation to the Almanac for promoting, publically displaying it , reformatting it, incorporating into advertisements and other works
• All Almanac edits by a User are subject to review and approval by Spend Matters
• You have read and understood Spend Matters’ Privacy Policy and site-wide Terms of Use
• We may close Your account, suspend Your ability to use certain portions of the Almanac, and/or remove Your Almanac Listing for any or no reason, and without notice or liability of any kind. Any such action could prevent You from accessing Your account, the Almanac, Your Almanac listing, or any other related information.

A listing in the Spend Matters Almanac does not constitute an in any way a sponsorship or endorsement of Your company, products or services. You acknowledge and agree that any representation to the contrary made by You to a third-party shall constitute a breach of this Agreement.

You irrevocably waive, and cause to be waived, against Spend Matters and its Users any claims and assertions of moral rights or attribution with respect to Your content. By "use" We mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your content.

Spend Matters is under no obligation to enforce these terms on Your behalf against another user. We encourage You to report inaccuracies in an Almanac Listing, but will not engage in or resolve any disputes or disagreements between Users, except as may be specifically required or necessary to comply with any lawful and valid order or process of any court, tribunal or other authority of competent jurisdiction.

If we receive complaints or requests related to Your Almanac listing from any party claiming to be the owner of any intellectual property contained in Your Almanac Listing, we will contact You and expect You to promptly resolve the issue. We reserve the right, but are not under any obligation, to remove Your Almanac Listing from the Almanac pending resolution of any such claim, and Your obligations of indemnity herein or under the site-wide Terms of Use may apply to any claims, costs or damages associated with or arising out of Our need to address or respond to any such claims or allegations, including without limitation any attorney’s fees or other associate legal fees and costs arising out of any such claims.

You agree not to, and will not assist, encourage, or enable others to violate Our terms, including any of the following:

• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Almanac or Almanac Content (other than Your Content), except as expressly authorized by Spend Matters
• Reverse engineer any portion of the Almanac
• Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Almanac or on any materials printed or copied from the Almanac
• Reformat or frame any portion of the Almanac
• Take any action that imposes, or may impose, in Our sole discretion, an unreasonable or disproportionately large load on Spend Matters’ technology infrastructure
• Attempt to gain unauthorized access to the Almanac, User accounts, computer systems or networks connected to the Almanac through hacking, password mining or any other means
• Use the Almanac or any Almanac Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses")
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Almanac, features that prevent or restrict the use or copying of Almanac Content, or features that enforce limitations on the use of the Almanac.

General

• We reserve the right to modify, update, or discontinue the Almanac at Our sole discretion, at any time, for any or no reason, and without notice or liability.
• We may provide You with notices, including those regarding changes to the Terms by email, regular mail or communications through the Almanac.
• Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
• This Almanac Listing Agreement and Spend Matters’ Terms of Use and Privacy Policy, contain the entire agreement between You and Spend Matters regarding the use of the Almanac, and supersede any prior agreement between You and Spend Matters on such subject matter.
• Any failure on Spend Matters' part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision.
• If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
• The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by You except with Spend Matters' prior written consent in response to Your written request, but may be assigned or transferred by Spend Matters without restriction. Any attempted assignment by You shall be deemed a violation of these Terms and be void.
• The section titles in the Terms are for convenience only and have no legal or contractual effect.
• The terms and rights may be updated at anytime and will be effective when published. Continuing use constitutes consent to updated terms.
• You agree that this electronic version of these terms has the same force and effect as an agreement in writing, and that any disputes or claims under the Listing Agreement will be resolved by a court located in the State of Illinois under the laws of the State of Illinois, without regards to its choice of law principles.
• PLEASE NOTE THAT BY AGREEING TO THESE TERMS YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF ILLINIOS OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH SPEND MATTERS; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF ILLINOIS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
• Limitation of Liability. IN NO EVENT SHALL SPEND MATTERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS LISTING AGREEMENT, SPEND MATTERS’ WEBSITE(S), ANY ASSOCIATED SERVICES CONTENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL Spend Matters’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED AMOUNTS PAID BY YOU TO SPEND MATTERS FOR THE LISTING SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER CLAIM. YOU MUST FILE ANY CLAIM OR SUIT RELATED TO THE LISTING AGREEMENT WITHIN ONE (1) YEAR AFTER IT ARISES.
• Indemnity. You agree to indemnify, defend and hold harmless Spend Matters, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third party claims, losses, liability, damages and/or costs (including reasonable attorneys’ fees and costs) arising from Your use of the Listing and its contents and/or Your violation of this Agreement and/or Your infringement, or infringement by any other user of Your accounts, of any intellectual property or other right of any person or entity.

Spend Matters Almanac Listing Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU (TOGETHER WITH THE BUSINESS ENTITY, IF ANY, THAT YOU REPRESENT, “You”, “User” or “Your”) AND AZUL PARTNERS, INC. AND ITS AFFILIATES, SUBSIDIARIES AND SUCCESSORS (COLLECTIVELY REFERRED TO HEREIN AS "Spend Matters", “We” or “Our”). PLEASE READ THIS AGREEMENT ("Terms" or “Listing Agreement) CAREFULLY BEFORE SUBMITTING TO THE SPEND MATTERS ALMANAC (THE “Almanac”). BY SUBMITTING A LISTING TO THE SPEND MATTERS ALMANAC, YOU ARE AGREEING TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, DO NOT SUBMIT.

Almanac Listings purchased on spendmatters.com are valid for one year from the date of purchase. At the end of one year, access to the Almanac Listing will expire and, and the Listing must be renewed to continue access for another year. The Almanac is a directory - defined as an service that lists information on like materials, such as a vendor directory. Users may submit a free listing (“Free Listing”) or license an enhanced Almanac Listing (“Enhanced Listing”). Users submit their information via an online form. This form may be accessed by registered Users in good standing for one year from the Listing date; changes may be made to the directory Listing by a User via the form as many times as desired. All directory information is subject to review by Spend Matters staff prior to its publication, release or update in the Almanac. It may take up to two business day to review and publish Almanac Listings. Spend Matters is free to alter any Listing should inappropriate information or content be posted. The Listings found in the Almanac are subject to change, deletion, and update on a daily basis. The amount of materials found within each Almanac listing may vary – some Almanac Listing levels offer more options than others.

Payments for any Almanac Listing are not refundable, except when agreed to by Spend Matters in writing.

Spend Matters periodically conducts a review of Listings in the Almanac. During such checks, should any Listing contents be unverifiable, inaccurate or incorrect, or should any non-working links, out-of-service phone numbers, or undeliverable email addresses be found in any Listing at the time of any review, Spend Matters reserves the right to remove or update such Listing as it sees fit without warning or notice, in its sole discretion.

A Spend Matters membership (including Our free subscriber level) is required to create and maintain an Almanac Listing. By submitting an Almanac Listing, You agree and represent that:

• You are and remain bound by, subject to and shall observe at all times all agreements between You and Spend Matters, including, without limitation, Spend Matters’ Terms of Use, Privacy Policy, and other applicable terms, conditions and obligations
• All information You provide is true, correct, accurate and up to date
• You are solely responsible for all content You provide, and assume all risks associated with Your content, including anyone’s reliance on its quality, accuracy or reliability, including, but not limited, to inaccurate pricing data
• You own or have the necessary permissions to use and authorize the use of Your content
• You own Your content. We own Spend Matters’ content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, aggregate user review ratings and all other elements and components of the Almanac, excluding Your content, other Users’ content or third-party content
• Spend Matters owns the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with Spend Matters content and the Almanac, which are protected by law
• Spend Matters may use Your content in a number of different ways in relation to the Almanac for promoting, publically displaying it , reformatting it, incorporating into advertisements and other works
• All Almanac edits by a User are subject to review and approval by Spend Matters
• You have read and understood Spend Matters’ Privacy Policy and site-wide Terms of Use
• We may close Your account, suspend Your ability to use certain portions of the Almanac, and/or remove Your Almanac Listing for any or no reason, and without notice or liability of any kind. Any such action could prevent You from accessing Your account, the Almanac, Your Almanac listing, or any other related information.

A listing in the Spend Matters Almanac does not constitute an in any way a sponsorship or endorsement of Your company, products or services. You acknowledge and agree that any representation to the contrary made by You to a third-party shall constitute a breach of this Agreement.

You irrevocably waive, and cause to be waived, against Spend Matters and its Users any claims and assertions of moral rights or attribution with respect to Your content. By "use" We mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your content.

Spend Matters is under no obligation to enforce these terms on Your behalf against another user. We encourage You to report inaccuracies in an Almanac Listing, but will not engage in or resolve any disputes or disagreements between Users, except as may be specifically required or necessary to comply with any lawful and valid order or process of any court, tribunal or other authority of competent jurisdiction.

If we receive complaints or requests related to Your Almanac listing from any party claiming to be the owner of any intellectual property contained in Your Almanac Listing, we will contact You and expect You to promptly resolve the issue. We reserve the right, but are not under any obligation, to remove Your Almanac Listing from the Almanac pending resolution of any such claim, and Your obligations of indemnity herein or under the site-wide Terms of Use may apply to any claims, costs or damages associated with or arising out of Our need to address or respond to any such claims or allegations, including without limitation any attorney’s fees or other associate legal fees and costs arising out of any such claims.

You agree not to, and will not assist, encourage, or enable others to violate Our terms, including any of the following:

• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Almanac or Almanac Content (other than Your Content), except as expressly authorized by Spend Matters
• Reverse engineer any portion of the Almanac
• Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Almanac or on any materials printed or copied from the Almanac
• Reformat or frame any portion of the Almanac
• Take any action that imposes, or may impose, in Our sole discretion, an unreasonable or disproportionately large load on Spend Matters’ technology infrastructure
• Attempt to gain unauthorized access to the Almanac, User accounts, computer systems or networks connected to the Almanac through hacking, password mining or any other means
• Use the Almanac or any Almanac Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses")
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Almanac, features that prevent or restrict the use or copying of Almanac Content, or features that enforce limitations on the use of the Almanac.

General

• We reserve the right to modify, update, or discontinue the Almanac at Our sole discretion, at any time, for any or no reason, and without notice or liability.
• We may provide You with notices, including those regarding changes to the Terms by email, regular mail or communications through the Almanac.
• Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
• This Almanac Listing Agreement and Spend Matters’ Terms of Use and Privacy Policy, contain the entire agreement between You and Spend Matters regarding the use of the Almanac, and supersede any prior agreement between You and Spend Matters on such subject matter.
• Any failure on Spend Matters' part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision.
• If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
• The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by You except with Spend Matters' prior written consent in response to Your written request, but may be assigned or transferred by Spend Matters without restriction. Any attempted assignment by You shall be deemed a violation of these Terms and be void.
• The section titles in the Terms are for convenience only and have no legal or contractual effect.
• The terms and rights may be updated at anytime and will be effective when published. Continuing use constitutes consent to updated terms.
• You agree that this electronic version of these terms has the same force and effect as an agreement in writing, and that any disputes or claims under the Listing Agreement will be resolved by a court located in the State of Illinois under the laws of the State of Illinois, without regards to its choice of law principles.
• PLEASE NOTE THAT BY AGREEING TO THESE TERMS YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF ILLINIOS OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH SPEND MATTERS; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF ILLINOIS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
• Limitation of Liability. IN NO EVENT SHALL SPEND MATTERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS LISTING AGREEMENT, SPEND MATTERS’ WEBSITE(S), ANY ASSOCIATED SERVICES CONTENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL Spend Matters’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED AMOUNTS PAID BY YOU TO SPEND MATTERS FOR THE LISTING SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER CLAIM. YOU MUST FILE ANY CLAIM OR SUIT RELATED TO THE LISTING AGREEMENT WITHIN ONE (1) YEAR AFTER IT ARISES.
• Indemnity. You agree to indemnify, defend and hold harmless Spend Matters, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third party claims, losses, liability, damages and/or costs (including reasonable attorneys’ fees and costs) arising from Your use of the Listing and its contents and/or Your violation of this Agreement and/or Your infringement, or infringement by any other user of Your accounts, of any intellectual property or other right of any person or entity.