SaaS Agreement

1. Introduction

This SaaS Agreement (“Agreement'') and its terms (“Terms”) govern your access to and use of the portal (accessible from https://portal.schemon.com). Subject to these Terms, you may access and use Schemon’s software-as-a-service (“SaaS”) portal (the “Portal”) on a free or paid basis, as applicable.

This Agreement only applies to the Portal and does not apply to the Schemon website (https://www.schemon.com) or any other Schemon subdomain (collectively called the “Sites”). For the terms governing the Sites, please see our Terms of Use document.

2. Definitions

The Sites and the Portal are provided by Schemon, Inc., a Delaware corporation located at Christiana Corporate Business Center, 200 Continental Dr, Suite 401, PMB 1578, Newark, DE, 19713, USA, collectively referred to as “Schemon”, “we”, “us”, or “our”).

As used in the Agreement, “you” or “Customer” means the individual or the entity you are accessing the Portal on behalf of.

If you are accessing the portal by signing in, you are using the Schemon portal, referred as “user” in this Agreement. If you as a user are providing services over the Portal you are referred as a “Service Provider” and if you as a user are receiving services from a service provider over the Portal, you are referred as a “Service Provider Customer”.

“Affiliates” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is undercommon control with such party. The term "control” including the terms “controlled by” and “under common control with” means either:

• ownership or control of more than 50% of the voting interests of the subject entity,
• the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

A “Plan” or “Subscription Plan” is a form of service with certain features and limitations that are used by Service Providers from Schemon. All Service Providers are subject to a selected Plan. Service Provider Customers do not have a Subscription Plan. Subscription Plans can be paid or free. An "Add-on" is a paid feature that is not included in the original Subscription Plan.

A “Channel” or “Domain” or “Service Area” is a virtual entity from which Service Providers provide their customers, Service Provider Customers, services. Service Providers and their Service Provider Customers are organized within these domains.

A "PSP" is any "payment service provider" (a legal and authorized electronic money institution) used by Schemon for money transactions on or via the Portal. A "Payment" is the Service Provider Customer paying for services received from a Service Provider to the PSP. A "Payout" is the Service Provider receiving a certain amount of money, which may be a single Payment or accumulated Payments from the PSP. A "Fee" is a portion of the Payment or Payout that is charged by Schemon for the services provided over the Schemon Portal to Service Providers and/or Service Provider Customers.

As a Service Provider, any content you submit, post, display or otherwise make available on or via the Portal, including all Intellectual Property Rights therein, is referred to as your “Content”.

3. Applicable Terms

Your use of the Portal is subject to the Terms. In addition to the Terms, your use is subject to our Acceptable Use Policy, Intellectual Property Policy, Trademark Usage Policy and Data Processing Addendum and any applicable agreements or policies referenced therein.

These documents are hereby incorporated into these Terms by reference and together with these Terms are collectively referred to as the “Agreement”.

Undefined capitalized terms used in these Terms have the meanings ascribed to them in the relevant agreement, policy or addendum incorporated by reference into the Agreement.

As pertains to the Portal, the “Effective Date” of the Agreement is the date of your initial acceptance of these Terms and access to the Portal through any online provisioning process.

Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you are not permitted and may not use the Platform.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SCHEMON PORTAL, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT USE THE PORTAL. BY ENTERING INTO THIS AGREEMENT, EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT. THIS AGREEMENT IS A VALID AND BINDING OBLIGATION ON SUCH PARTY.

IF YOU ARE USING OR ACCESSING THE PORTAL AS AN EMPLOYEE, CONTRACTOR OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO AND SHALL BE LIABLE TO SCHEMON FOR ANY VIOLATIONS UNDER THE AGREEMENT BY YOU OR SUCH ENTITY. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

SECTION 21 OF THIS AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.

4. Accounts

4.1 Account Types

Access to Schemon is done via two types of accounts with different abilities as defined in the subsections below.

Service Provider Account

A Service Provider Account is an account that is opened by a Service Provider with the explicit aim of providing services over Schemon. Thus Service Provider Accounts are used to create Channels and provide services over those Channels. A Service Provider Account can open multiple Channels.

Service Provider Accounts are linked to specific Subscription Plans. They can be paid (Business Plan or Enterpise Plan) or free (Freelancer Plan). Please see our Billing and Refund Policy as well as our Pricing Page for more information.

Channels that are created by Service Providers can be accessed by Service Provider Customers via self-registration, registration by the Service Provider of the Channel, by direct invitation of the Service Provider of the Channel or anonymously depending on the choices of the respective Channel owners, the Service Providers.

A Service Provider Account can act as a Service Provider Customer Account for a Channel that is not created or managed by this Service Provider Account. Thus, Service Providers do not need to create seperate accounts to be able to receive services over the Schemon Portal via different Service Providers.

Service Provider Customer Account

Service Provider Customer Accounts are Accounts created with the aim of receiving services over the Schemon Portal. Service Provider Customer Accounts are free accounts that are not linked to any Subscription Plan.

Service Provider Customer Accounts are not able to create Channels, they are mainly used to access Channels that are created by other Service Providers.

If in the future a Service Provider Customer wants to also provide services over Schemon, they can convert their Account to a Service Provider Account via their Account settings.

4.2 Account Eligibility

Age Limit

The Portal is available only for individuals aged 13 years or older. If the digital age of consent in your country is older, then that age is used as the limit.

If you are age 13 or older but under the age of 18, or the legal age of majority where you reside (if that jurisdiction has anolder age of majority), then you agree to review these Terms with your parent or guardian to make sure that both you and your parent or guardian understand these Terms and you agree to have your parent or guardian review and accept these Terms on your behalf.

If you are a parent or guardian and are agreeing to these Terms for the benefit of a child over the age of 13 (or the digital age of consent in your country, if older), then you agree to accept full responsibility for that child’s use of the Portal, including all financial charges and legal liability that they may incur.

We may, in our sole discretion, refuse to offer the Portal to any person or entity and change the eligibility criteria for using the Portal at any time. The right to access the Portal is revoked where the Agreement or use of the Portal is prohibited or to the extent any offer, sale or provision of the Portal conflicts with any applicable law, rule or regulation.

Prohibited Business Types

Some business types are competely prohibited under the Schemon Portal and Accounts that provide services in these business types can not be allowed. Please check our Prohibited and Restricted Businesses Policy for a complete list. We advise you not to open an Account if your target services falls into any of these business types.

If your business activities fall into the Prohibited section of the policy, we reserve the right to limit, remove, archive, or otherwise disable some or all of your Content, Account(s), or access to the Portal in our sole discretion. By using the Portal, you agree that Schemon may proactively scan your Content for these types of business activities and if required by law, report you and any identified materials to relevant law enforcement authorities.

4.3 Service Provider Customer Eligibility

According to the services provided by Service Providers over their Channels, some Content or their whole Channel may be age restricted and/or region restricted by the Service Provider.

Service Provider Customers can be banned from certain Channels by their respective Service Providers.

These limitations are not set by Schemon and are the direct actions of Service Providers.

4.4 Signing Up

To access and use the Portal (as a Service Provider or Service Provider Customer), you must register for an account with Schemon (“Account”).

To complete your Account registration, you agree to provide us with complete and accurate information. Inaccurate information can cause your signup process to not complete or your Account to be disabled/banned. You also agree to keep that information current so that we can communicate with you about your Account.

We may need to send you notices about important updates or to inform you of legal inquiries we receive about your use of the Portal so you can make informed choices in response.

We encourage you to provide your own (or your company’s) contact and billing details, including your valid, current email address, as we may use it to identify and determine the actual and true owner of the Account and/or Content.

Schemon uses the primary email addess as the unique identifier (username) for your Account. Schemon reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark to those usernames.

4.5 Primary Email Address

You acknowledge that Schemon will use the email address you provide upon creating an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”) and the primary identifier for your Account.

You must monitor the Primary Email Address you provide to Schemon and your Primary Email Address must be capable of both sending and receiving messages.

Your email communications with Schemon can only be authenticated if they come from your Primary Email Address.

If you lose access to your Primary Email Address, Schemon will not be able to authenticate your Account and you will permanently loose access to your Account.

Schemon will not be liable for any losses you suffer resulting from you loosing access to your Primary Email Address pursuant to Section 17 of these Terms (“Disclaimer of Warranties and Limitation of Liability”).

4.6 Your Responsibility for Your Account

Please safeguard your Account and make sure others do not have access to your passwords or other authentication credentials.

Your Account and Primary Email Address are specific to you and may not be shared with or transferred to any other person. You are solely responsiblefor maintaining the confidentiality of your Account and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Account.

You agree that you will not permit any other person to use your Account and you will immediately notify Schemon if you know or suspect that your Account has been used by any other person.

You shall not use or access an Account which is not your own.

You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other authentication credentials.

You are responsible for taking all steps to ensure that no unauthorized person shall have access to your Account or Primary Email Address. If anyone other than yourself accesses your Account, they may perform any actions available to you (including requesting Payouts to different bank accouts or charging your Service Provider Customers further Payments) and make changes to your Account and Content.

You are strictly prohibited from sharing your Account credentials, including usernames and passwords with any third party or individual. Sharing account information is a violation of the Agreement and may result in immediate termination of your Account.

You agree and understand that you are solely responsible for any third parties you may invite or register into any Channel that you own.

You agree that Schemon shall have no liability for any loss or damage resulting from your failure to maintain the security of your Account information.

4.7 Disputes

If there is a dispute about Account or Content ownership, we reserve the right to determine ownership based on our reasonable judgment in our sole discretion.

However, if we cannot make such a determination, we reserve the right to not intervene in the dispute, suspend any Account(s) involved in the dispute, and/or take down Content until the parties disputing ownership reach a resolution without liability to you or to any other party.

We may request documentation (government-issued ID, trademark certification, company registration information and similar) that may assist us in determining ownership.

Below is a non-exhaustive set of factors we will consider when determining proper ownership:

• Schemon will consider the owner of an Account as the person or entity who has access to the Primary Email Address for such Account.
• Schemon will consider the owner of Content as the person or entity who has access to the Primary Email Address for the Account under which such Content was created.
• For Accounts that have paid any Fees or paid Plan, Schemon may consider the owner of such Account and/or Website Content created thereunder to be the person or entity whose billing details were used to pay such Fees or paid Plan.

Notwithstanding the foregoing, if Schemon deems that the circumstances justify, Schemon shall have the exclusive right to adjudicate the ownership dispute of an Account and/or Content in its sole discretion based on any information in its possession, including the factors set forth above.

5. Content

5.1 Uploading Content

If you have a Schemon Account, the Portal may enable you to, among other things, publish or upload Content to the Internet, including but not limited to blogs or forum posts, images, photos, and videos.

Unless otherwise specified in the Agreement and to the maximum extent permitted by law, you agree to be fully responsible for the Content that you create or submit to the Portal and you further agree not to use the Portal to create or submit any Content that does not comply with the Agreement including but not limited to Schemon’s Acceptable Use Policy.

You also further agree to comply with Schemon's Prohibited and Restricted Businesses Policy if you are using the Portal as a Service Provider.

5.2 Rights Granted and Licensed

You retain ownership of your Content unless otherwise specified in the Agreement.

However, in order to provide the Portal to you we need certain rights from you, as more fully described below.

By using the Portal, you grant Schemon (including our third party hosting providers acting on our behalf) a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, host, store, modify, reproduce, display, distribute, publish, publicly display, publicly perform and create derivative works (e.g., those resulting from you enabling localization translations and adaptations) of your Content for the purposes of providing, improving, testing, promoting and securing the Portal.

You understand and agree that third party individuals may search for, see, use, and/or re-post any Content that you make publicly available on the Internet via the Portal.

5.3 Responsability to Backup Content

You alone are responsible for any of your Content that may be lost or unrecoverable through your use of the Portal. Accordingly, we encourage you to backup and/or archive your Content regularly. We have no obligation to archive or create a backup copy of your Content for you.

Schemon does backup and archive Channel data according to Subscription Plans chosen by Service Providers. This backup and archive feature is time limited and Schemon can not be held liable of any data loss in case this time limit is expired. Schemon does inform the Service Provider that data will be lost and does provide the option to extend this time limit as an Add-on, giving the option to Service Providers to prevent data loss.

5.4 Featuring Content and Marks

Notwithstanding the above, Schemon may choose to feature your Content and/or your name, trade names, trademarks, logos and other similarly identifying indicia included on your Content (collectively, “Marks”).

You hereby grant us, a non-exclusive, revocable, royalty free, worldwide right and license to display or otherwise use your published Content or Marks for the limited purpose of Schemon marketing and promotional activities.

You agree to waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to your Content or Marks and any right of inspection or approval of any such use.

All goodwill related to the use of your Marks by Schemon will inure to the benefit of the owner of such Marks. This Section does not affect any rights you may have under applicable data protection laws.

For clarity, you can revoke the licenses to Schemon to market and/or promote your Website Content and/or Marks by emailing us at info@schemon.com.

5.5 Removal of Content by Service Provider

You may remove your Content from and discontinue your use of the Portal at any time.

You must remove your Content if you do not have the rights required under this Agreement.

5.6 HIPAA Non-Compliance

You acknowledge that the Portal may not be compliant with the Health Insurance Portability and Accountability Act and amendments thereto (“HIPAA”) and you agree not to provide or enable Service Provider Customers to provide Protected Health Information, as defined in HIPAA, in the Content or otherwise in connection with your use of the Portal.

5.7 Removal of Content by Schemon

If your use of the Portal or any of your Content:

• breaches the terms of this Agreement, including but not limited to the Acceptable Use Policy, or
• causes or may cause harm to Schemon, Service Providers, Service Provider Customers or third parties,

we reserve the right to limit, remove, archive or otherwise disable some or all of your Content, Account(s) or access to the Portal in our sole discretion.

We will use reasonable efforts to notify you prior to taking any such action unless we reasonably believe that doing so would:

• violate applicable law or a legally binding order from law enforcement,
• compromise the integrity or operation of the Portal,
• cause harm to Schemon, Service Providers, Service Provider Customers or third parties,
• otherwise subject Schemon to potential legal liability.

5.8 Agreement to CSAM Scanning and Reporting

If any of your Content is found to include Child Sex Abuse Materials (“CSAM”), you and your Channel along with the Content will be reported to the relevant law enforcement authorities. By using the Portal, you agree that Schemon may proactively scan your Content for CSAM and report you and any identified materials to relevant law enforcement authorities.

5.9 Prohibited and Restricted Business Activities

Some business types are prohibited under the Schemon Portal and can not conducted. Please check our Prohibited and Restricted Businesses Policy for a complete list.

If your business activities fall into the Prohibited section of the policy, we reserve the right to limit, remove, archive or otherwise disable some or all of your Content, Account(s) or access to the Portal in our sole discretion. By using the Portal, you agree that Schemon may proactively scan your Content for these types of business activities and if required by law, report you and any identified materials to relevant law enforcement authorities.

Some other business activities are allowed with some restrictions under the Schemon Portal. Please check our Prohibited and Restricted Businesses Policy for a complete list of the restrictions and procedures to follow. By using the Portal, you agree that Schemon may proactively scan your Content for these types of business activities and if required by law, report you and any identified materials to relevant law enforcement authorities.

6. Service Providers

6.1 Rights to Content

You, as the Service Provider, represent and warrant that you own or otherwise have obtained and shall maintain all necessary licenses, authorizations, rights, approvals and permissions necessary to enter into and perform your obligations or exercise your rights hereunder, including without limitation the rights to display your Content in the manner set forth in this Agreement.

You, as the Service Provider, represent and warrant that your Content and any use of your Content by Schemon as authorized under this Agreement, will not infringe, misappropriate or otherwise violate the Intellectual Property Rights or other rights of any third party.

6.2 Compliance with Applicable Law

You, as the Service Provider, represent and warrant that your use of the Portal, including your Content, shall comply with all applicable laws, rules and regulations, including without limitation applicable privacy and data protection laws and applicable export or import controls, regulations and sanctions.

Schemon does not and will not provide any legal advice regarding your compliance with applicable law.

6.3 Compliance with our Acceptable Use Policy

You, as the Service Provider, represent and warrant that your use of the Portal, including any Content you create or publish via the Portal shall comply with our Acceptable Use Policy.

Without limiting the foregoing, you understand and agree that, without Schemon’s prior written consent, you do not have the right to sublicense or resell access to the Portal.

7. Service Provider Customers

7.1 Service Provider Relationship

For the purposes of this Agreement, if you are a Service Provider, Schemon is providing services to you and you are a Customer of the Portal, regardless of whether you are on a paid or free Plan to use the Portal.

Any entity accessing or using your Channel are deemed your Service Provider Customers.

You agree that Schemon does not have a direct relationship with any of your Service Provider Customers and Schemon is not responsible for how you process or otherwise handle any Service Provider Customer information.

You acknowledge and agree that you are solely responsible for providing any required notices and obtaining all Service Provider Customers consents required under applicable laws. Schemon will provide the appropriate means for you to provide notices and obtain consents.

7.2 Applicable Laws

You, as the Service Provider, may have additional obligations under local law other than those described in the Agreement, particularly if you or your Service Provider Customers are located outside of the United States. Such obligations maybe more restrictive than this Agreement.

Use of the Schemon Portal does not ensure compliance with such laws, nor is Schemon responsible for your compliance with such laws.

7.3 Security Safeguards

You, as the Service Provider, will use all reasonable efforts to protect information you collect via your use of the Portal. In the event you discover that any information collected by you has been breached, compromised or inadvertently exposed to non-authorized third parties, you shall notify Schemon promptly of such a breach or exposure including the root cause, remediation steps and compensating controls to ensure such a breach does not occur in the future.

7.4 Security Notifications

You, as the Service Provider, are responsible for providing any required notices to your Service Provider Customers, third parties or authorities under any applicable data protection laws, data breach notification statutes, or other applicable laws or regulations. You acknowledge and agree that you are solely responsible for any losses, personal injury or property damage to Service Provider Customers or third parties arising from or relating to your use of the Portal.

7.5 Privacy

As set forth above, you, as the Service Provider, acknowledge and agree that you are solely responsible for providing any required notices and obtaining all required consents from Service Provider Customers in connection with your use of the Portal.

Your notices and consent gathering must be compliant with all applicable laws and regulations. Without limiting the foregoing, before collecting or processing any Service Provider Customers Personal Information, you must provide adequate notice of the Service Provider Customers Personal Information you collect, how it will be used and/or shared and obtain any necessary consents required under applicable marketing or data protection laws and regulations.

You agree to comply with all applicable data protection laws and regulations in connection with your access and use of the Portal.

You agree to comply with all applicable laws regarding the transmission of data exported from the country in which you reside.

You agree that you will respond to any Service Provider Customers wishing to exercise their privacy rights, under applicable law, as it relates to any information collected via your use of the Portal.

You (the “data controller”) are directly responsible for the Service Provider Customers Personal Information you collect. By using the Portal, you are instructing Schemon (the “processor”) to process your Service Provider Customers’ Personal Information. Schemon, as the “processor,” is not responsible for responding to Service Provider Customers on your behalf. To the extent Schemon receives a request from an End User, regulator or authority about your use of the Portal, Schemon will notify you in compliance with or as permitted by law.

If applicable, Schemon shall process your Service Provider Customers’ Personal Information in accordance with our Data Processing Addendum, which is hereby incorporated by reference.

7.6 Notices

You, as the Service Provider, agree to provide and adhere to a privacy policy for your use of the Portal that:

• complies with all applicable laws, rules, and regulations,
• is conspicuously displayed to all Service Provider Customers,
• clearly and accurately describes to Service Provider Customers what information you collect and how you use and share such information with Schemon and other third parties.

7.7 Schemon's Reponsabilities

Schemon does provide the appropriate technical infrastructure and user interfaces to help Service Providers to stay compliant with Section 7 of this Agreement.

A lack of technical infrastructure or user interface directly related to compliance to Section 7 of this Agreement must be communicated via email to Schemon and Schemon will add support within six (6) months upon acknowledement of such a request.

Under any condition, Schemon is not responsible or can be held liable of non-compliance to Section 7 of this Agreement. You expressly release us from any and all liability arising from your non-compliance to Section 7 of this Agreement.

8. Use of Software

To the extent you access or use any downloadable software related to the Portal (“Software”), such access or use shall be governed by the terms of the license agreement that accompanies the Software or is posted with the Software on the Sites where the Software can be accessed.

However, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license to use the Software for your personal and commercial use in accordance with these Terms.

In the event of any inconsistency between these Terms and any license agreement, the license agreement shall govern in relation to the Software. You may not decompile, reverse engineer or otherwise attempt to discover the source code of the Software.

The Software may automatically update from time to time. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the Software.

9. Third Party Systems and Channel Content

9.1 Third Party Systems

We may provide links to third-party websites. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites.

You expressly release us from any and all liability arising from your use of any third-party website.

9.2 Channel Content

To the extent permitted by law, you acknowledge and agree that Schemon is not undertaking and assumes no responsibility, obligation or liability relating to Content that you or any user in your account or workspace or third party posts or sends through the Portal.

Unless otherwise specified, Schemon, its successors, assigns, employees, agents, directors, officers, and stockholders:

• do not have to undertake or assume any duty to monitor the Portal for inappropriate or unlawful content,
• assume and shall have no responsibility or liability which may arise from your or any other user’s Content, including, but not limited to, third-party claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation.

You agree that you are solely responsible for your Content and the consequences of posting or publishing it, and that Schemon is only acting as a passive conduit and provider of services for the online distribution and publication of your Content.

Notwithstanding the foregoing, Schemon reserves the right to takedown Content at any time in our sole discretion.

For the avoidance of doubt, we have not reviewed, and cannot review, all of the Content published to or made available through the Portal by our customers or anyone else.

We are not responsible for and do not necessarily hold the opinions expressed by our Service Providers, Service Provider Customers and third parties. Such opinions and other statements are theirs alone, not opinions of Schemon.

Content created by Service Providers, Service Provider Customers or third parties is the sole responsibility of such Service Providers, Service Provider Customers or third parties and its accuracy and completeness are not endorsed or guaranteed.

You may find certain Content offensive, indecent or objectionable. This includes technical inaccuracies, typographical mistakes or other errors. These may also violate or infringe the privacy, publicity rights, Intellectual Property Rights or other proprietary rights of third parties. We do not endorse any Content or represent that any Content is accurate, useful or not harmful.

10. Schemon's Ownership

10.1 Intellectual Property

Except for your Content, all materials on or inherent to the Portal, the Portal itself and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (“Schemon IP”) is owned by or licensed to us and our licensors. Schemon IP is protected by copyright, trademark and other Intellectual Property Rights and laws.

Schemon does not grant to you or any user in your Account or Channel any license, express or implied, to Schemon IP. Except as expressly provided in the Agreement, no part of the Schemon IP may be copied, reproduced, sold, republished, transmitted, displayed, reposted or otherwise distributed for public or commercial purposes.

Subject to the terms and conditions of this Agreement, Schemon provides you with a non-exclusive, revocable license to use the Portal, as expressly permitted by the features and functionality of the Portal and the terms of this Agreement.

Schemon may terminate this license at any time for any reason or no reason.

10.2 Correspondence

Schemon can use without any restriction or obligation to you, even after this Agreement is terminated, any non-confidential correspondence with Schemon, including emails, support requests and feedbacks.

This Section does not limit or affect any rights you may have under applicable data protection laws.

10.3 Beta Services

Schemon may invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all customers (“Beta Services”).

For the avoidance of doubt and for the purposes of this Agreement, Beta Services are not part of the Portal and your use of any Beta Services is entirely optional at your election.

Your use of Beta Services is subject to the Beta Version Agreement, unless you have separately agreed otherwise with Schemon.

Such Beta Services and all associated conversations and materials relating thereto will be considered Schemon IP and subject to this Agreement.

Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Schemon’s prior written consent.

Schemon makes no representations or warranties as to how Beta Services will function. Schemon may discontinue any Beta Service at any time in its sole discretion. Schemon will have no liability for any harm or damage arising out of or in connection with a Beta Service. Beta Services may not work in the same way as a final version. Schemon, in our sole discretion, may change or not release a final or commercial version of a Beta Service.

11. Schemon's Rights

We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law):

• we may suspend all or parts of the Portal,
• we may discontinue all or parts of the Portal,
• we may change all or parts of the Portal,
• we may terminate your access and/or use to all or parts of the Portal,
• we may suspend your access and/or use to all or parts of the Portal,
• we may restrict your access and/or use to all or parts of the Portal,
• we may disable your access and/or use to all or parts of the Portal,
• we may terminate your access and/or use to all or parts of your Content,
• we may suspend your access and/or use to all or parts of your Content,
• we may restrict your access and/or use to all or parts of your Content,
• we may disable your access and/or use to all or parts of your Content,
• we may change our eligibility criteria to use the Portal and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Portal in that jurisdiction,
• we may monitor or scan your Content and/or Account for abusive, spammy or similar malicious behavior and take appropriate actions including but not limited to removal of Content and suspension or termination of your Account.

12. Ownership Disputes

Sometimes ownership of an Account, Channel or Content is disputed between parties. Schemon tries not to get involved in these disputes and expects the parties to resolve issues on themselves.

Schemon reserves the right, at any time and in our sole discretion, and without notice to you, to determine the rightful owner and to transfer the relevant Account, Channel or Content to the party we determine to be the rightful owner.

Our decision in that respect is final. If we think that we cannot reasonably determine the rightful owner, we reserve the right to suspend or disable an Account and its related Content until the disputing parties reach a resolution.

We also may request documentation to help determine the rightful owner, including but not limited to a government-issued photo ID, credit card invoice, business information, trademark information or business license.

13. Billing, Payments, Payouts and Renewals

13.1 The PSP Infrastructure

Customers, may they be Service Providers or Service Provider Customers, may be required to provide their credit card or bank account details to the PSP over the Schemon Portal.

The PSP is a legal and authorized electronic money institution that has the appropriate rights to handle this kind of financial data. Schemon, as of now, is not an electronic money institution and has no right to directly collect or directly use this kind of data.

Due to this, Schemon does not collect or use your financial data and instead uses the services of a PSP for Payments and Payouts. The forms or web pages that are provided to you for financial transaction purposes are not hosted by Schemon, even though they appear integrated to the Portal, and instead they are provided by the PSP.

This in turn ensures that your Payments and Payouts are made with the appropriate security measures in place and in accordance with relevant regulations.

Your transactions are processed by the PSP in U.S. Dollars on the date the transaction is processed. If you pay in a currency other than U.S. Dollars (“Foreign Currency”), your currency will be converted to U.S.Dollars at the current exchange rate set by the PSP. If you pay in a Foreign Currency and request a refund, you may receive a refund amount that differs from your original payment amount. If this occurs, Schemon will be unable to adjust the refund amount you received. The difference in payment and refund amounts is caused by currency exchange rate fluctuations outside of Schemon’s control.

13.1.1 Stripe Service Agreement

Schemon uses Stripe as the PSP in most regions, unless otherwise stated. Schemon customers are subject to the “Stripe Full ServiceAgreement” shown below:

• Payment processing services for you on Schemon are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a customer on Schemon, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Schemon enabling payment processing services through Stripe, you agree to provide Schemon accurate and complete information about you and your business, and you authorize Schemon to share it and transaction information related to your use of the payment processing services provided by Stripe.

In certain regions which Stripe is unable to provide full services, a limited use is available which is used for payouts only. For this, the “Stripe Recipient Service Agreement” is in force:

• Schemon uses Stripe to make payouts to customers. The Stripe Recipient Agreement applies to your receipt of such Payouts. To receive payouts from Schemon, you must provide Schemon accurate and complete information about you and your business, and you authorize Schemon to share it and transaction information related to your payout with Stripe.

13.2 Subscriptions and Add-ons

Service Providers are required to make payments to Schemon for:

• Subscription Plans
• Add-On Features

Subscription Plans can be paid on an annual or monthly basis. In case annual payments are made, Schemon requires Service Providers to make payments at the beginning of the one (1) year period. In case monthly payments are made, Schemon requires Service Providers to make payments at the beginning of each month.

Add-on Features can be one-off payments or additional subscriptions depending on the type of Add-on purchased. In case of a subsciption Add-on, the same rules for standard Subscription Plans apply. In case of a one-off payment, payment must be made before the Add-on is made available to you.

In case a subscription payment is failed, Schemon will inform you about the failure through your Primary Email Address. In case a subscription payment is not made, Schemon will inform you about the missing payment through your Primary Email Address. In both cases Schemon grants a wait period of five (5) business days for the payment to be completed. If payment is not received withing the five (5) business days, Schemon will suspend your Account and any access to your Channel or Conten.

13.3 Payments

A Payment, with capital P and as defined in this Agreement, is the Service Provider Customer paying for services received from a Service Provider for services provided over the Channel to the PSP.

Fees are deducted from Payments, some of which are collected by the PSP itself and some of which are transferred to Schemon. Payment Fees vary depending on the Subscription Plan of the Service Provider assosiated with the Channel and payment method chosen by the Service Provider Customer.

Schemon and/or the PSP communicates these Fees to the Service Provider at the beginning of their subscription period and at any change of the Fees. This communication is done through the Portal.

Service Providers have the ability to enable or disable payment methods that can be provided to their Service Provider Customers on their Channel.

13.4 Payouts

A Payout, with capital P and as defined in this Agreement, is the Service Provider receiving a certain amount of money, which may be a single Payment or accumulated Payments from the PSP.

Payments collected on the behalf of Service Providers from Service Provider Customers by the PSP are paid out to Service Providers depending on their opted Subscription Plan. Depending on the Subscription Plan, Payouts can be made daily, weekly, bi-weekly and monthly to Service Providers.

Fees are deducted from Payouts, some of which are collected by the PSP itself and some of which are transferred to Schemon. Payout Fees vary depending on the Subscription Plan of the Service Provider and Payout method chosen by the Service Provider.

Schemon and/or the PSP communicates these Fees to the Service Provider at the beginning of their subscription period and at any change of the Fees. This communication is done through the Portal.

Service Providers have the ability to select which Payout method should be used for a certain Payout.

13.5 Taxes

You are solely responsible for all federal, state and local taxes, including sales, use, VAT or similar transaction taxes imposed on your:

• Subscription transactions,
• Add-on transactions,
• Payment transactions,
• Payout transactions

unless you provide Schemon with a valid tax exemption certificate (“Taxes”). All Taxes payable by you will be separately stated and exclusive of the Fees.

Notwithstanding the foregoing, you will have no liability for taxes that are statutorily imposed on Schemon, including taxes or fees based on Schemon’s net or gross income.

13.6 Billing

For monthly payment plans, the Portal is billed in advance on a monthly basis. Any requests for refunds will be handled in accordance with Schemon's Billing and Refund Policy as updated by Schemon from time to time.

For annual payment plans, the Portal is billed up front for one (1) year subscription periods and is non-refundable. Your annual plan will automatically renew for successive one (1) year subscription periods unless you cancel the plan(s) on your Account prior to the end of the then-current annual term.

There will be no refunds or credits for partial terms of service, upgrade / downgrade refunds or refunds for unused terms with an active Account. Certain credits may apply when you purchase an upgrade to the Portal or switch from a monthly plan to an annual payment plan.

You can cancel your Subscription Plan by going into your dashboard, selecting Plans, and then downgrading to a Freelancer Plan. You can also cancel your Add-on subscriptions on the same page.

To the extent your use of the Portal exceeds the usage limits provided for in your payment plan (as set forth on https://www.schemon.com/pricing), Schemon reserves the right to charge you prorated overage fees for any such excessive use, require you bring your usage within the allotted parameters of your current plan, and/or require you upgrade to a new plan to increase your usage limits, and/or require you to purchase add-on upgrades, in Schemon’s sole discretion. If you do not comply with such requirements within ten (10) days from Schemon’s initial written notice to your Primary Email Address about such excessive usage, Schemon may suspend or limit your access to the Portal, in whole or in part, for breaching the terms of your agreement with Schemon.

We reserve the right to change our fees and to institute new charges at any time, upon notice to you via email notice, written or hard copy notice or through posting of such notice on our website, as determined by Schemon in our sole discretion. Your use of the Portal following such notification constitutes your acceptance of any new or increased fees.

14. Privacy and Security

By using the Portal, you confirm that you have read and understood our Privacy Policy and that you consent to the collection, use, processing and disclosure of your Personal Information and aggregated data as set forth therein.

You understand that your Personal Information will be collected, used, transferred to and processed in the United States as part of your use of the Portal.

Our Privacy Policy is not a contract and does not form part of this Agreement. We may update our Privacy Policy from time to time as set forth in that policy.

We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.

15. Intellectual Property Policy

Schemon respects the intellectual property of others and expects customers to do the same.

If you believe, in good faith, that any materials provided on or in connection with the Portal infringe upon your copyright, trademark or other intellectual property right, please review our Intellectual Property Policy and Trademark Usage Policy documents to act accordingly to take further action.

16. Confidentiality

16.1 Confidential Information

We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial or other information (“Confidential Information”) to you (the “Recipient”).

Our Confidential Information expressly includes non-public information regarding features, functionality and performance of the Portal, including security and reliability related information.

16.2 Obligations

The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use the Portal.

The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential.

The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein.

Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information:

• if directed by Discloser,
• to the extent required by applicable legal process,

provided that the Recipient uses commercially reasonable efforts to:

• promptly notify the Discloser in advance, to the extent permitted by law,
• comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure.

The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five (5) years thereafter.

17. Disclaimer of Warranties and Limitations of Liability

THE PORTAL AND ALL SCHEMON IP ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT AND NON-INFRINGEMENT.

YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE PORTAL OR ANY SCHEMON IP IS TO STOP USING THE PORTAL OR ANY SUCH SCHEMON IP. IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR PROVIDERS OF SERVICE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE PORTAL OR THE SCHEMON IP, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCHEMON ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ( I ) ERRORS, MISTAKES OR INACCURACIES OF SCHEMON IP; (II) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR CONTENT), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PORTAL, INCLUDING BUT NOT LIMITED TO ADDITIONAL PRODUCT OFFERINGS SET FORTH IN THE TERMS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU, BY SERVICE PROVIDERS, BY SERVICE PROVIDER CUSTOMERS OR BY SCHEMON ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PORTAL; (VI) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAYBE TRANSMITTED TO OR THROUGH OUR PORTAL OR THIRD PARTY PRODUCTS; (VII) ANY ERRORS OR OMISSIONS IN ANY SCHEMON IP OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY SCHEMON IP POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PORTAL; (VIII) ANY LOSS OF ACCESS TO YOUR PRIMARY EMAIL ADDRESS; AND/OR (IX) CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SCHEMON, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF SCHEMON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

18. Indemnification

You agree to indemnify, defend and hold harmless Schemon (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to:

• your use of the Portal, including but not limited to your Content and any claims by, on behalf of or against your Service Provider Customers,
• your violation or breach of these Terms or any obligations, representations or warranties under this Agreement,
• your violation or breach of any applicable laws, rules or regulations or the rights or good name of any third party,
• any claims from or by tax authorities in any country in relation to your E-Commerce Activities, including without limitation your sales to individual consumers (including distance sales) and other operations for which Schemon may be held jointly and severally liable.

19. Changes and Termination

We may, without prior notice, change the Portal, add features, stop providing the Portal or features of the Portal to you or to customers generally, or create usage limits for the Portal.

We may permanently or temporarily terminate, downgrade, suspend or prohibit your access to the Portal without prior notice if, in our sole determination, you violate any provision of this Agreement or Schemon’s policies or guidelines.

You may discontinue or terminate your use of the Portal at any time.

20. Amendments and Updates to the Agreement

We reserve the right to modify, update or change these Terms from time to time in the usual course of business ("Updated Terms"), so we encourage you to review this page periodically.

Notwithstanding, when we change these Terms in a material manner, we will update the effective date at the top of this page and provide you with reasonable advance notice before the Updated Terms become effective. Schemon may provide such notifications to you via email notice, written or hard copy notice, and/or through posting of such notice on the Portal.

We reserve the right to determine the form and means of providing notifications to you. You may be required to click-to-accept or otherwise agree to the Updated Terms, but in any event your continued use or access of the Portal after the effective date of the Updated Terms shall constitute your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Portal.

Updated Terms will be effective as of the date specified in the last update date at the top of this page and will apply to your use of the Portal from that point forward.

If we update these Terms in a non-material manner after the effective date, we will update the last modified date at the top of this page. The previous Terms will govern any disputes arising before the effective date of the then-current Updated Terms. If you choose not to agree to these Terms or any future Updated Terms, you may not use or access the Portal.

Schemon is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

21. Dispute Resolution

21.1 Informal Negotiations

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding.

Such informal negotiations will commence upon your written notice to Schemon.

Your address for any notices under the Agreement is your billing address, with an email copy to the email address you have provided to Schemon. Schemon’s address for such notices is Schemon, Inc.,Christiana Corporate Business Center, 200 Continental Dr, Suite 401, PMB 1578, Newark, DE, 19713, USA.

21.2 Binding Arbitration

If you and Schemon are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Portal (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration, unless otherwise prohibited by applicable law.

Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVEA JURY TRIAL.

The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org.Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, Schemon will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Schemon may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

21.3 Exceptions to Alternative Dispute Resolution

Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within the District of Delaware with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.

21.4 Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Proceeding

You and Schemon agree that any arbitration will be limited to the Dispute between Schemon and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SCHEMON ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Schemon otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.

21.5 Location of Arbitration

Arbitration will take place in Delaware. You and Schemon agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the Delaware state and Federal courts located in Delaware have exclusive jurisdiction and you and Schemon agree to submit to the personal jurisdiction of such courts.

22. US Economic Sanctions

You may not use the Portal if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

By using the Portal, you represent and warrant that you:

• are not located or residing in any country or territory subject to comprehensive US sanctions (currently Cuba, Crimea, Iran, North Korea, Donetsk People’s Republic, Luhansk People’s Republic, and Syria),
• are not listed on any United States list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US sanctions that would prohibit your access to or use of the Platform,
• shall not use or allow access by any of your customers or potential customers (if applicable) to the Portal in any manner that may cause Schemon to violate US export controls and sanctions.

We reserve the right to restrict or block your access, or access by any of your Service Provider Customers, to the Portal and/or to terminate the Agreement at any time without notice if we determine, at our sole discretion, that such access may cause a violation or create unacceptable risk to us under export controls or sanctions.

23. Miscellaneous

23.1 Assignment

Neither you nor Schemon may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that Schemon may assign the Agreement in its discretion to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

23.2 Governing Law, International Use and Users

The Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Delaware, and waive any objection to such jurisdiction or venue.

The Portal is controlled and operated from its facilities in the United States. Although the Portal may be accessible worldwide, we make no representation that the Portal or the materials on the Portal are appropriate or available for use in locations outside the United States, and accessing the Portal from territories where its use is illegal is prohibited.

Those who access or use the Portal from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

Unless otherwise explicitly stated, all materials found on the Portal are solely directed to individuals, companies, or other entities located in the United States.

23.3 Entire Agreement and Severability

The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.

23.4 No Waiver

Any failure by us to enforce or exercise any provisions of the Terms shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.

21.5 Attorneys' and Accountants' Fees and Remedies

In any action to enforce the Term, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.

You agree that Schemon's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that Schemon shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Schemon may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.

No right or remedy of Schemon shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees and expenses.

No instance of waiver by Schemon of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future or other waiver.

How to Reach Us

If you have a question about this SaaS Agreement, or you would like to contact us about any of your rights mentioned herein, please contact us at info@schemon.com.

You may reach us by mail at Schemon, Inc., Christiana Corporate Business Center, 200 Continental Dr, Suite 401, PMB 1578, Newark, DE, 19713, USA.