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Docu&gn Envelope ID: F0136F06-FF73-4038-BOE1-FD6CE05477F4
<br />4.4 Authorized Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or
<br />entity to take related to this Agreement, Your Content or use of the Wasabi Service. You are responsible for your
<br />Authorized Users' use of Your Content and the Wasabi Service. You will ensure that all Authorized Users comply
<br />with your obligations under this Agreement. If you become aware of any violation of your obligations under this
<br />Agreement caused by an Authorized User, you will immediately suspend access to Your Content and the Wasabi
<br />Service by such Authorized User. We do not provide any support or services to any Authorized User unless we have a
<br />separate agreement obligating us to provide such support or services to an Authorized User.
<br />4.5 Assessments. You acknowledge and agree that (i) you assessed your data protection needs, network environment,
<br />technical specifications, and fees and cost of the Wasabi Service, and you are solely responsible for your decision to
<br />use the Wasabi Service even if Wasabi has provided guidance to you in connection with the Wasabi Service selected
<br />by you; and (ii) you are solely responsible for ensuring that you maintain and operate your information technology
<br />infrastructure in a manner appropriate to your use of the Wasabi Service and its Documentation.
<br />4.6 Your Conduct. You represent and warrant that Your Content and you and your Authorized User's, use of the
<br />Wasabi Service, and the technology related thereto, shall not (i) interfere with the proper working of the Wasabi
<br />Services or impose an unreasonably large load on the Wasabi infrastructure; (ii) give rise to civil or criminal liability,
<br />e.g. defamatory, threatening, pornographic, indecent, abusive, libelous or otherwise objectionable actions; (iii) violate
<br />or infringe upon any third party right, including any intellectual property right or right of privacy, or that abuses,
<br />harasses or stalks any other person; or (iv) initiate a denial of service attack, software viruses or other harmful or
<br />deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware.
<br />5. Fees and Payment
<br />5.1 Service Fees. Fees for the Wasabi Service ("Fees") will calculated and billed based on the Wasabi Service
<br />selected by you (i.e. monthly or prepaid Reserved Capacity), as set forth at wasabi.com/pricing/pricing-fags or the
<br />Wasabi quotation provided to you (which takes precedence). If we suspect that your account is at risk of non-payment,
<br />as determined in our discretion, we may bill you more frequently. All amounts payable by you under this Agreement
<br />will be paid to its without any setoff or counterclaim. We may increase or add new fees and charges for any existing
<br />Wasabi Service by giving you at least thirty (30) days' prior notice.
<br />Your failure to maintain your current credit card information or other alternative payment method may result in an
<br />interruption of your use of the Wasabi Service,
<br />5.2 Credit Card Payments. We utilize third party payment providers to process credit card payments on Wasabi's
<br />behalf ("Payment Provider"), Such Payment Provider's policies govern the processing of your payment, and you must
<br />refer to those policies and not this Agreement to determine your rights and liabilities. By providing your credit card
<br />information to the Payment Provider, you authorize Wasabi, through such Payment Provider, to immediately charge
<br />the Fees for the Wasabi Service during any applicable term for Wasabi Service.
<br />5.3 Taxes. All fees payable by you are exclusive of means any taxes and duties, including, without limitation, VAT,
<br />Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax ("Taxes"), which are your
<br />responsibility. We will charge and you will pay such applicable Taxes. We will not collect, and you will not pay, any
<br />Taxes for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for
<br />which we may claim an available exemption. You shall indemnify, defend and hold Wasabi harmless for any liability
<br />or expense we may incur in connection with the failure to pay, or collection of, any Taxes.
<br />5.4 No Deduction. All payments made by you to us under this Agreement will be made free and clear of any
<br />deduction or withholding. If any such deduction or withholding (including but not limited to cross -border withholding
<br />tares) is required on any payment, you will pay such additional amounts as are necessary so that the net amount
<br />received by us is equal to the amount then due and payable under this Agreement.
<br />5.5 Ongoing Fees. You acknowledge and agree that your credit card or alternative payment method will be
<br />automatically charged usage Fees during such period as you have an active Customer Account and you use the Wasabi
<br />Service unless you cancel your Customer Account. You may cancel your Customer Account by following the steps set
<br />forth at:
<br />https://wasabi-support.zendesk.com/hc/eii-us/articles/I 1500140521 1-How-do-l-delete-my-Wasabi-account-.
<br />6. Proprietary Rights; Confidentiality
<br />6.1 Reservation of Rights. You acknowledge and agree that the software, code, hardware, trademarks, trade secrets,
<br />proprietary methods and systems used to provide the Wasabi Service (the "Wasabi Technology") and the content
<br />made available or displayed by its through the Wasabi Service, including all text, graphics, images and the look and
<br />feel of such Wasabi Service (collectively, the "Wasabi Content") are owned by or licensed to Wasabi, including all
<br />July 2021
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