PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN CALLISTO TECHNOLOGY, A NEW JERSEY LIMITED LIABILITY COMPANY ("Callisto," "we," "us," or "our"), AND THE INDIVIDUAL OR ENTITY PURCHASING OR USING CALLISTO'S APPLICATIONS THROUGH THE ADP MARKETPLACE ("Customer," "you," or "your").

BY ACCESSING, PURCHASING, DOWNLOADING, INSTALLING, OR USING ANY CALLISTO APPLICATION THROUGH THE ADP MARKETPLACE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT EXPRESSLY AGREE TO ALL TERMS AND CONDITIONS HEREIN, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE APPLICATION AND REQUEST CANCELLATION OF YOUR SUBSCRIPTION. IF YOU ARE ACTING ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.

1. DEFINITIONS

"Application": Any software-as-a-service (SaaS) product, tool, integration, solution, or service offered by Callisto Technology through the ADP Marketplace, including documentation, updates, and modifications.

"Marketplace" or "ADP Marketplace": The ADP Marketplace platform and ecosystem (operated by ADP, Inc. and its platform provider AppDirect, Inc.) through which Callisto Applications are licensed and sold to customers.

"Order Form": The purchase order, invoice, or subscription agreement documenting Customer's acquisition of a Subscription.

"Subscription": The recurring right to access and use a Callisto Application for the term specified in the Order Form.

"Customer Data": All data, information, content, documents, files, or materials that Customer or its users upload, input, or provide to the Application.

"Confidential Information": Non-public, proprietary information including source code, algorithms, trade secrets, business plans, and technical specifications.

"End Users": Authorized employees, contractors, agents, or representatives of Customer who access and use the Application on Customer's behalf.

ADP, Inc., a Delaware corporation, which operates the ADP Marketplace. "AppDirect": AppDirect, Inc., the platform provider for the ADP Marketplace. ADP and AppDirect are not parties to these Terms but are intended third-party beneficiaries as set forth in Sections 13.10 and 14.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Age and Authority. You represent that you are at least eighteen (18) years of age and possess the legal authority to enter into binding agreements. If registering on behalf of an entity, you represent and warrant that you are authorized to bind that entity to these Terms.

2.2 Eligibility. You may not use the Application if you have been previously suspended or terminated by Callisto or ADP. Callisto reserves the right to refuse, restrict, or terminate access at its sole discretion for any reason.

2.3 Account Security. You are responsible for maintaining the confidentiality and security of all login credentials. You are solely liable for all activities occurring under your account. You must immediately notify Callisto of any unauthorized access or use.

2.4 Accurate Information. You agree to provide accurate, current, and complete information during registration and to promptly update such information. Providing false or incomplete information is grounds for immediate suspension or termination.

3. LICENSE GRANT AND RESTRICTIONS

3.1 Limited, Non-Exclusive License. Subject to full compliance with these Terms and payment of all fees, Callisto grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Application solely for your internal business purposes during the Subscription term.

3.2 End User Responsibility. You are responsible for all use of the Application by End Users and for ensuring they comply with these Terms. Any violation by an End User shall be deemed your violation.

3.3 Use Restrictions. You shall not, and shall ensure End Users do not: (a) copy, modify, or create derivative works; (b) reverse engineer, decompile, disassemble, or attempt to discover source code; (c) sublicense, resell, lease, or transfer the Application; (d) use the Application to provide services to third parties; (e) remove or obscure proprietary notices; (f) use automated tools, bots, scripts, or crawlers; (g) use the Application to build competitive products; (h) interfere with or disrupt the Application or Callisto's systems; (i) breach any security measures; (j) violate applicable law; or (k) use the Application in any manner not expressly authorized herein.

3.3A ADP Marketplace Restrictions. In addition to the foregoing, you and your End Users shall not: (a) decompile or reverse engineer the ADP Marketplace or take any other action to discover the source code or underlying ideas or algorithms of any components thereof; (b) copy the ADP Marketplace; (c) post, publish, or create derivative works based on the ADP Marketplace; or (d) remove any copyright notice, trade or service marks, brand names, or the like from the ADP Marketplace or related documentation.

3.4 Acceptable Use. You agree not to use the Application to: (a) upload malware, viruses, or harmful code; (b) engage in harassment, bullying, or threats; (c) post unlawful, defamatory, or obscene content; (d) infringe intellectual property rights; (e) impersonate others; (f) phish or engage in fraud; (g) spam or send unsolicited communications; (h) violate export control laws; or (i) engage in any illegal activity.

3.5 Intended Scope — North American Employee Data. The Application is developed, maintained, supported, and updated by Callisto for the purpose of processing the employee and workforce data of individuals employed within North America (the United States and Canada). The Application is designed and intended for Customers processing data relating to their North American workforce, and Callisto's development, maintenance, and support obligations are directed to that use. Callisto makes no representation or warranty that the Application is suitable for, or that it satisfies the legal or regulatory requirements applicable to, the processing of employee data for individuals located outside North America. Any such use is outside the intended scope of the Application, is not supported, and is undertaken at Customer's sole risk and responsibility, including responsibility for compliance with all applicable data-protection, privacy, and employment laws.

4. SUBSCRIPTION FEES AND PAYMENT

4.1 Subscription Fees. You agree to pay all subscription fees as specified in the Order Form. Subscriptions renew automatically at the end of each term unless cancelled in accordance with Section 5.2.

4.2 Price Changes. Callisto reserves the right to modify subscription fees upon thirty (30) days' written notice. If you do not accept new pricing, you must cancel your Subscription prior to renewal. Continued use constitutes acceptance.

4.3 Billing and Automatic Renewal. Where the Application is purchased through the ADP Marketplace, ADP bills and collects all subscription fees from you and remits the corresponding amounts to Callisto; such billing is administered through ADP's Marketplace billing, subscription, and transaction-processing systems, and your payment method and billing relationship for those charges are governed by ADP's then-current Marketplace terms. By purchasing a Subscription, you authorize the recurring charge of your payment method on file in advance of each renewal period. All charges are recurring and automatic unless cancelled. You are responsible for keeping payment information current. Callisto is responsible for providing support relating to the Application; ADP is responsible for the Marketplace billing and transaction systems.

4.4 Payment Terms and Late Fees. Unless otherwise specified in the Order Form or required by the ADP Marketplace billing process, payment is due within thirty (30) days of invoice. If payment is not received within forty-five (45) days, Callisto may: (a) charge interest at 1.5% per month or the maximum allowed by law, whichever is lower; (b) suspend or terminate access without notice; and (c) pursue collection remedies. You agree to reimburse Callisto's reasonable collection costs and attorneys' fees.

4.5 Taxes. You are responsible for all sales, use, VAT, and other applicable taxes. If Callisto or ADP must collect taxes, the amount will be added to your invoice.

5. REFUNDS AND CANCELLATION

5.1 Limited Refund Policy. You may request a full refund of Subscription fees within thirty (30) days of your initial purchase if unsatisfied with the Application for any reason. Where the Application was purchased through the ADP Marketplace, refunds are processed in accordance with the ADP Marketplace refund process; refund requests may be submitted to Callisto in writing at support@callisto-technology.com, and Callisto will administer eligible refunds through ADP.

5.2 Non-Refundable After 30 Days. After thirty (30) days, all Subscription fees are final and non-refundable. No refunds will be provided for: (a) partial month usage; (b) renewal periods; (c) voluntary cancellation; (d) suspension for breach; (e) termination for non-payment; or (f) any request submitted more than thirty (30) days after purchase.

5.3 Cancellation. You may cancel your Subscription by providing thirty (30) days' written notice to Callisto or through the ADP Marketplace, as applicable. Cancellation is effective on the next renewal date unless you request immediate termination. All accrued fees remain due and payable.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Callisto Ownership. Callisto retains all right, title, and interest in the Application, including all intellectual property rights, software, source code, algorithms, user interfaces, documentation, trademarks, and trade secrets. These Terms do not transfer any ownership rights to Customer.

6.2 Customer Data Ownership. You retain ownership of Customer Data. You grant Callisto a worldwide, royalty-free license to use, store, process, display, and transmit Customer Data solely to provide the Application and perform its obligations.

6.3 De-Identified and Aggregated Data. Callisto may use de-identified, anonymized, or aggregated data derived from the Application for any lawful purpose, including product improvement and analytics, provided such data cannot identify you or your End Users.

6.4 Feedback License. Any suggestions, ideas, feedback, or comments you provide regarding the Application grant Callisto a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use such feedback for any purpose without attribution or compensation.

6.5 Prohibited IP Actions. You shall not: (a) interfere with Callisto's intellectual property rights; (b) challenge Callisto's ownership or validity; (c) alter, obscure, or remove proprietary notices; (d) disparage the Application or Callisto; or (e) take any action adverse to Callisto's IP rights.

6.6 ADP and AppDirect Property. As between the parties, ADP and AppDirect retain all right, title, and interest in and to the ADP Marketplace, the ADP Marketplace platform, ADP APIs, and all related content and technology. Nothing in these Terms grants you any right in ADP's or AppDirect's intellectual property.

7. AVAILABILITY, SUPPORT, AND MODIFICATIONS

7.1 Service Availability. Callisto will use commercially reasonable efforts to maintain Application availability. However, Callisto makes no guarantees regarding uptime, performance, or continuity. The Application may be unavailable at any time for maintenance, updates, security patches, or other reasons, with or without notice.

7.2 Technical Support. Callisto provides technical support for the Application via the contact methods listed in Section 15. Response times are as described in Callisto's published support policies.

7.3 Application Modifications. Callisto reserves the right to modify, update, change, or discontinue any feature, functionality, or aspect of the Application at any time, without notice. Such changes may impact functionality or compatibility.

7.4 Discontinuation. Callisto may discontinue the Application or any component thereof at any time. Callisto has no obligation to maintain, support, or provide alternatives or substitutes.

7.5 Sole Responsibility for the Application. Callisto, and not ADP or its vendors (including AppDirect), is solely responsible for providing, maintaining, supporting, and updating the Application and its associated services. Callisto shall provide product support for the Application. ADP is responsible only for providing support relating to your use of the ADP Marketplace itself (including, where applicable, single sign-on, billing, and transaction-processing systems), and not for the Application.

8. DATA SECURITY AND PRIVACY

8.1 Customer Responsibility. You are solely responsible for: (a) protecting the confidentiality of login credentials; (b) maintaining data backups; (c) encrypting sensitive data before upload; (d) restricting access to authorized personnel; and (e) implementing security measures appropriate for your data.

8.2 Security Measures. Callisto maintains commercially reasonable security measures. However, no security is absolute or guaranteed. Callisto assumes no liability for unauthorized access, disclosure, alteration, or destruction of Customer Data due to breaches, hacking, or security failures, except to the extent such liability cannot be excluded under applicable law.

8.3 Privacy Policy. Your use of the Application is subject to Callisto's Privacy Policy, located at https://www.callisto-technology.com/privacy, which is incorporated into these Terms and describes Callisto's practices for the collection, use, and disclosure of personally identifiable information in connection with the Application. By using the Application, you consent to Callisto's collection and use of personal information in accordance with the Privacy Policy.

8.4 Data Retention and Deletion. Upon Subscription termination, expiration of the applicable Application Terms, or upon your written request, Callisto will use commercially reasonable efforts to delete Customer Data and personally identifiable information within thirty (30) days, unless retention is required by law. Callisto may retain backups and copies for up to ninety (90) days for disaster recovery. Callisto makes no guarantee of complete destruction and assumes no liability for data retention, except as required by applicable law.

8.5 Third-Party Integrations. The Application may integrate with ADP and other third-party services. Callisto is not responsible for the operation, availability, security, or performance of any third-party systems. Callisto assumes no liability for failures or problems with third-party services.

9. WARRANTIES DISCLAIMER

9.1 AS-IS AND AS-AVAILABLE. THE APPLICATION IS PROVIDED BY CALLISTO ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND.

9.2 DISCLAIMER OF ALL WARRANTIES. CALLISTO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING: (A) MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) NON-INFRINGEMENT; (D) TITLE; (E) ACCURACY, COMPLETENESS, OR RELIABILITY; AND (F) UNINTERRUPTED OR ERROR-FREE OPERATION.

9.3 NO PERFORMANCE GUARANTEES. CALLISTO DOES NOT WARRANT THAT: (A) THE APPLICATION WILL MEET YOUR REQUIREMENTS; (B) THE APPLICATION WILL BE ERROR-FREE OR MALWARE-FREE; (C) ERRORS WILL BE CORRECTED; (D) THE APPLICATION WILL FUNCTION WITH THIRD-PARTY SYSTEMS; (E) THE APPLICATION WILL ACHIEVE ANY SPECIFIC RESULT; (F) THE APPLICATION WILL BE AVAILABLE AT ANY MINIMUM LEVEL; OR (G) THE APPLICATION WILL BE SECURE OR UNINTERRUPTED.

9.4 NO SERVICE LEVEL GUARANTEES. CALLISTO MAKES NO COMMITMENT REGARDING UPTIME, AVAILABILITY, PERFORMANCE, OR SPEED. THE APPLICATION MAY BE UNAVAILABLE AT ANY TIME FOR MAINTENANCE, UPDATES, SECURITY PATCHES, OR OTHER REASONS, WITH OR WITHOUT NOTICE.

9.5 JURISDICTION LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. TO THE EXTENT NOT PERMITTED BY LAW, THE DISCLAIMERS HEREIN SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED.

9.6 DISCLAIMER ON BEHALF OF ADP AND APPDIRECT. THE WARRANTY DISCLAIMERS IN THIS SECTION 9 ARE MADE BY CALLISTO ON BEHALF OF ITSELF AND ON BEHALF OF ADP AND APPDIRECT. CALLISTO HEREBY DISCLAIMS, ON BEHALF OF ADP AND APPDIRECT, ANY EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

10.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL CALLISTO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO): LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOST SAVINGS, BUSINESS INTERRUPTION, COST OF COVER, COST OF SUBSTITUTE GOODS, OR OTHER FINANCIAL LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

10.2 ABSOLUTE LIABILITY CAP. CALLISTO'S TOTAL LIABILITY FOR ALL CLAIMS, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY CUSTOMER FOR SUBSCRIPTIONS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100 USD). THIS CAP APPLIES CUMULATIVELY TO ALL CLAIMS AND ALL INDIVIDUALS ON CUSTOMER'S BEHALF.

10.3 DATA AND SECURITY EXCLUSION. NOTWITHSTANDING ANY OTHER PROVISION, CALLISTO SHALL NOT BE LIABLE FOR: (A) LOSS, CORRUPTION, OR DELETION OF CUSTOMER DATA; (B) UNAUTHORIZED ACCESS OR DISCLOSURE OF DATA; (C) SECURITY BREACHES OR HACKING; (D) LOSS OF DATA FROM THIRD-PARTY SERVICES; (E) DATA-RELATED CLAIMS; OR (F) DATA INCIDENTS, REGARDLESS OF CAUSE, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

10.4 MATERIALITY OF LIMITATION. YOU ACKNOWLEDGE THAT THIS LIMITATION IS A MATERIAL INDUCEMENT FOR CALLISTO TO OFFER THE APPLICATION AT THE STATED PRICING AND IS FUNDAMENTAL TO THE ECONOMIC BARGAIN. WITHOUT THIS LIMITATION, CALLISTO WOULD NOT OFFER THE APPLICATION ON THESE TERMS.

10.5 SOLE REMEDY; NO ADP OR APPDIRECT LIABILITY. YOUR AND YOUR END USERS' SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO THE APPLICATION SHALL BE AGAINST CALLISTO. NEITHER ADP NOR APPDIRECT SHALL HAVE ANY LIABILITY OR OBLIGATION TO YOU OR YOUR END USERS ARISING OUT OF OR RELATING TO THE APPLICATION OR THESE TERMS, AND YOU WAIVE ANY AND ALL CLAIMS AGAINST ADP AND APPDIRECT RELATING TO THE APPLICATION.

11. INDEMNIFICATION

11.1 Customer Indemnity. You agree to defend, indemnify, and hold harmless Callisto, its affiliates, officers, directors, employees, and agents from all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) arising from: (a) your use or misuse of the Application; (b) your violation of these Terms or law; (c) your violation of third-party rights; (d) Customer Data; or (e) your breach of any representation or warranty.

11.2 Callisto IP and Related Indemnity. Callisto will defend you and your employees against any third-party suit, action, or claim ("Claim") arising from or in connection with allegations that the Application or any related services infringe or violate any intellectual property right of a third party, or invade or infringe any right of privacy or right of publicity of any person or entity, and will indemnify and hold you harmless from resulting damages, costs, losses, and reasonable outside attorneys' fees, provided that you: (a) promptly notify Callisto of the Claim; and (b) reasonably cooperate in the defense. Callisto shall, at its sole expense, conduct the defense of any such Claim and all negotiations for its settlement or compromise; provided that (i) no settlement or compromise shall be entered into without your prior approval (not to be unreasonably withheld or delayed), and (ii) you shall have the right to participate, at your own expense, in the defense and/or settlement of any such Claim to the extent necessary to protect your own interests. If infringement occurs, Callisto may obtain the right to continue use, modify the Application, or provide alternatives; if none is commercially reasonable, Callisto may terminate and refund prepaid fees. This indemnity shall not apply to the extent infringement arises out of modifications not authorized by Callisto in writing or use of the Application other than as permitted under these Terms.

12. TERMINATION

12.1 Termination by Callisto. Callisto may terminate your Subscription or access at any time, for any reason or no reason, in Callisto's sole discretion, without penalty or notice. Callisto may also terminate for: (a) material breach that is uncured within thirty (30) days of notice; (b) violation of law or third-party rights; (c) fraudulent or illegal activity; (d) non-payment after forty-five (45) days; or (e) suspension by ADP.

12.2 Termination by Customer. You may terminate by providing thirty (30) days' written notice. Termination is effective on the next renewal date unless you request immediate termination. You remain liable for all accrued fees.

12.3 Suspension for Non-Payment. Callisto may immediately suspend access for non-payment without notice or liability. Suspension may occur regardless of dollar amount owed.

12.4 Effect of Termination. Upon termination: (a) all rights cease immediately; (b) you must cease all use; (c) you remain liable for accrued fees; (d) Customer Data will be handled per Section 8.4; and (e) Sections 6, 9, 10, 11, 13, and 14 survive.

13. MISCELLANEOUS

13.1 Relationship of Parties. You and Callisto are independent parties. Nothing herein creates a partnership, joint venture, agency, employment, or franchise relationship.

13.2 Governing Law. These Terms are governed by the laws of the State of New Jersey, without regard to conflict of laws. You submit to the exclusive jurisdiction of New Jersey state and federal courts and waive any objection to venue.

13.3 Entire Agreement. These Terms, together with any Order Form and Privacy Policy, constitute the entire agreement and supersede all prior understandings and agreements.

13.4 Severability. If any provision is held unlawful or unenforceable, it shall be modified to the minimum extent necessary or severed. Remaining provisions remain in full force.

13.5 Waiver. Callisto's failure to enforce any right shall not constitute a waiver. Any waiver must be in writing and signed by Callisto.

13.6 Assignment. You may not assign or transfer your rights or obligations. Callisto may assign without restriction.

13.7 Notices. Notices to you shall be sent to your email address on file. Notices to Callisto shall be sent to legal@callisto-technology.com or 19 Kanouse Lane, Montville, NJ 07045. Notices are effective upon sending or receipt.

13.8 Force Majeure. Callisto is not liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, pandemic, strikes, or government action. Callisto will use reasonable efforts to resume performance.

13.9 Modifications. Callisto may modify these Terms at any time by posting amended Terms or sending notice. Material changes require thirty (30) days' notice. Continued use constitutes acceptance.

13.10 Third-Party Beneficiaries. Except as expressly set forth in this Section 13.10 and in Section 14, these Terms are solely for you and Callisto. ADP, Inc. and AppDirect, Inc. are intended third-party beneficiaries of Sections 3.3A, 7.5, 9.6, 10.5, and 14 of these Terms, and each of ADP and AppDirect is entitled to enforce those terms as if it were a party to these Terms. No other third party has any rights under these Terms unless expressly stated.

13.11 Survival. Upon termination, Sections 6, 9, 10, 11, 12, 13, and 14, and any provisions intended to survive, shall survive.

4. ADP MARKETPLACE REQUIRED TERMS

The following terms are required by the ADP Marketplace and apply to your access to and use of any Callisto Application obtained through the ADP Marketplace. In the event of any conflict between this Section 14 and any other provision of these Terms, this Section 14 controls with respect to the subject matter herein.

14.1 Parties. These Terms constitute an agreement between Callisto (as Developer) and you (as Customer). ADP is not a party to these Terms.

14.2 Sole Responsibility. Callisto, and not ADP or its vendors, is solely responsible for providing, maintaining, supporting, and updating the Application and its associated services. Callisto shall provide product support for the Application. You may access support via the contact methods set forth in Section 15.

14.3 Warranty Disclaimer for ADP and AppDirect. CALLISTO HEREBY DISCLAIMS, ON BEHALF OF ADP AND APPDIRECT, ANY EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

14.4 Sole Remedy; No ADP or AppDirect Liability. Your and your End Users' sole and exclusive remedies shall be against Callisto. ADP and AppDirect shall have no liability or obligation to you or your End Users.

14.5 ADP Marketplace Restrictions. You and your End Users will not: (a) decompile or reverse engineer the ADP Marketplace or take any other action to discover the source code or underlying ideas or algorithms of any components thereof; (b) copy the ADP Marketplace; (c) post, publish, or create derivative works based on the ADP Marketplace; or (d) remove any copyright notice, trade or service marks, brand names, or the like from the ADP Marketplace or related documentation.

14.6 Third-Party Beneficiaries. ADP and AppDirect are third-party beneficiaries of the terms in this Section 14 (and the corresponding terms in Sections 3.3A, 7.5, 9.6, and 10.5), and each is entitled to enforce such terms as if it were a party to these Terms.

14.7 Customer IP Indemnity. Subject to this Section 14.7, Callisto shall indemnify, defend, and hold harmless you and your employees from and against any and all suits, actions, damages, costs, losses, expenses (including reasonable outside attorneys' fees), and other liabilities (each, a "Claim") arising from or in connection with allegations that the Application or any related services violate or infringe any intellectual property right of a third party, or invade or infringe any right of privacy or right of publicity of any person or entity. Callisto shall, at its sole expense, conduct the defense of any such Claim and all negotiations for its settlement or compromise; provided that (a) no settlement or compromise of such a Claim shall be entered into or agreed to without your prior approval (not to be unreasonably withheld or delayed); and (b) you shall have the right to participate, at your own expense, in the defense and/or settlement of any such Claim to the extent necessary to protect your own interests.

15. CONTACT INFORMATION

For support, billing inquiries, or notices regarding these Terms or the Application, contact Callisto at:

Callisto Technology

19 Kanouse Lane, Montville, NJ 07045

Email: support@callisto-technology.com

Legal Notices: legal@callisto-technology.com

Phone: (551) 316-6988

Website: https://www.callisto-technology.com

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