Please read the Quokka Terms of Service Agreement ("Agreement") carefully before registering an Account, and using the Quokka Application, or any such other website usage. This Agreement is a legally binding document between you and Focus Lab, LLC ("Focus Lab"). By accepting the terms of this Agreement and registering an Account, you are agreeing to be bound by the terms of this Agreement.

Focus Lab's "Quokka" includes two components: (i) the software program along with any accompanying materials or documentation (collectively, the "Application"), and (ii) Focus Lab's proprietary online content, functionality and services offered on or via the website ("Service").

Focus Lab's Privacy Policy (https://heyquokka.com/privacy) is incorporated into this Agreement by reference. Each of these documents may, at any time, for any reason, be updated, changed, removed, or modified at the sole discretion of Focus Lab, and your continued use of Quokka after such changes constitutes your acceptance of said change.

IF YOU DO NOT AGREE to the terms of the Privacy Policy and this Agreement, do not click "I Accept" to accept the Agreement and do not register an Account with Focus Lab.

By clicking "I Accept"

1. You acknowledge that you have read the terms of this Agreement in its entirety;
2. You acknowledge that fees may be required to continually access and use the Service;
3. You agree to be bound by the terms of this Agreement;
4. You agree to be bound by Focus Lab's Privacy Policy; and
5. You are authorized and able to accept this Agreement on behalf of yourself and/or the business you will be using Quokka on its behalf.

IF YOU DO NOT AGREE to the terms of this Agreement, click the "Cancel" button and do NOT register an Account.

TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS:

Focus Lab's "Quokka" includes two components: (i) the software program along with any accompanying materials or documentation (collectively, the "Application"), and (ii) Focus Lab's proprietary online content, functionality and services offered on or via the website ("Service").

1. Grant of Limited License to Use the Service.

Provided you have paid all fees required hereunder and are in compliance with this Agreement, Focus Lab hereby grants you a limited, non-exclusive, nontransferable license to access and use Quokka. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content provided by Quokka or on behalf of Focus Lab through Quokka (the “Content”) in any way; (ii) modify or make derivative works based upon Quokka or the Content; (iii) create Internet "links" to Quokka or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access Quokka in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of Quokka, or (c) copy any ideas, features, functions or graphics of Quokka. Quokka and its features and benefits are not transferable, whether by operation of law or otherwise, without prior written permission from Focus Lab, LLC.

You may use Quokka only as permitted by law, including applicable export and re-export control laws and regulations. Do not interfere with the Services or try to access Quokka using a method other than the interface and the instructions provided to you by Focus Lab. Focus Lab may suspend or stop providing Services to you if you do not comply or if Focus Lab is investigating suspected misconduct with your Account.

2. Accessing Quokka, Security and Privacy

Focus Lab's Privacy Policy (https://heyquokka.com/privacy) is incorporated into this Agreement by reference. Focus Lab cannot guarantee that all aspects of Quokka will be up and running 24/7. Focus Lab reserve the right to suspend or restrict access to specific features by user. Focus Lab will not be liable in the event that all or part of Quokka is unavailable at any time or for any period. Focus Lab is not liable for any data loss. Focus Lab does not represent that the content provided on Quokka will be error free. To access certain features of Quokka you will be required to register an Account by entering your email and choosing a password. You are required to treat such information as confidential, and should not disclose it to any third party. There is a password reset procedure in the event that you forget your password. However, Focus Lab asks that you please notify Focus Lab of any potential breach of security that may relate to your account. It is a condition of your use of Quokka that the information you provide Quokka is correct, current and complete.

You are solely responsible for any and all activity occurring under your Quokka user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of Quokka, including those related to data privacy, international communications and the transmission of technical or personal data. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and Account. You agree to notify Focus Lab immediately of any unauthorized use of your account or any breach of security. Focus Lab will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You warrant and represent that: (i) the content to be transmitted by or on your behalf does not constitute SPAM; (ii) the content to be transmitted by or on your behalf is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) you have complied and will comply with all applicable laws and regulations respecting your execution and performance of these terms.

3. Purchase of the Quokka Service

If you agree to pay the fee for access to the applicable Quokka Service, such fee will be charged to the company designated by you in accordance with the payment method you have chosen for your purchase. If you are paying by credit, by designating a card to be billed, you confirm that you are authorized to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name). All prices stated on the Quokka Websites are inclusive of any applicable sales taxes and fees. Quokka accepts a variety of different payment methods, so please check the website for the best way for you to pay.

4. Use of Data.

You hereby grant to Focus Lab a non-exclusive, worldwide, royalty-free, irrevocable, perpetual and fully transferable license to collect, access, disclose, store, analyze, and use any data collected by Focus Lab through access in and to Quokka for purposes of providing you Quokka, analyzing and reporting industry trends, improving Quokka, including creating new features and modeling, and for such other purposes that Focus Lab may determine in its reasonable discretion. Focus Lab will not disclose the personally identifying information of its users, except (a) to employees, contractors and service providers in connection with the services provided by Quokka and Focus Lab, (b) to a successor, or (c) as required by law. Focus Lab may also use data, including personally identifiable information, to contact you, consistent with any individual settings in your Account.

5. Fees

Focus Lab may change the price for the fee-based services available within Quokka (“Quokka Paid Service”) from time to time. With respect to a change in the Quokka Paid Service, such changed fee will become effective after the expiration of the then-current paid-for period. Any price change will be communicated to you at least fourteen (14) days in advance, allowing you the opportunity cancel. If you do not wish to be bound by the changed fee relating to your Quokka Paid Service you may terminate your subscription of your Quokka Paid Service in accordance with Section 7 (Term and Termination). Your continued use of the Quokka Paid Service after the communication of the changed fee constitutes an acceptance of the new fee.

6. Automatic Subscription Renewal

Your subscription to the Quokka Paid Service will automatically renew at the end of each subscription term unless you terminate your subscription at least fourteen (14) days prior to the expiration of the current subscription term in accordance with Section 7 (Term and Termination). Upon completion of the initial term, automatic renewal will be charged as a monthly subscription term, even if the previous subscription term was for a longer period. Upon continued use of the Quokka Paid Service after the initial term, the payment method you have designated to be charged in your Account will automatically be charged for the automatic renewal fees for the applicable subscription. Your Account will retain the payment method for the initial purchase of the Quokka Paid Service. This payment method will be used unless you make the appropriate changes in your Account.

7. Term and Termination

This Agreement is effective upon clicking accept and creating a Quokka Account or when you start using any part of Quokka. This Agreement remains effective until terminated by you or Focus Lab. You may cancel your subscription of Quokka's Paid Service at any time by visiting your subscription page. Termination is effective at the expiration of the then-current paid for subscription period (e.g. one month, one quarter or a year). Focus Lab will not refund any unused portion of subscription fees paid in advance. Focus Lab reserves the right to terminate this Agreement or suspend your Quokka Account at any time in case of unauthorized, or suspected unauthorized use of any part of Quokka, whether in contravention of this Agreement or otherwise. If Focus Lab terminates this Agreement, or suspends your Quokka Account for any of the reasons set out in this section, Focus Lab shall have no liability or responsibility to you, and Focus Lab will not refund any amounts that you have previously paid. Upon termination, you will have no further right or access to Quokka or the data or other information provided by Quokka or Focus Lab. Upon termination of your account, data may be deleted or retained in Focus Lab's sole discretion. The following sections and any claim by Focus Lab for unpaid fees will survive any termination or expiration of this Agreement or Quokka Services: Section 4, Section 8-9, Section 11, and sections 13-18.

8. Intellectual Property

You acknowledge and agree that Focus Lab (and/or its licensors), own all right, title, and interest in and to Quokka, including all intellectual property rights associated with the Quokka Application and Quokka Services and any information, data or material generated or created by Quokka. Except for the limited license expressly stated herein, you have no intellectual property rights in Quokka and Focus Lab reserves all rights not expressly granted to you. You must comply with all laws when using Quokka, as well as, all applicable copyright, trademark, or other legal notices or restrictions. Furthermore, you must not infringe any third party's intellectual property rights in using Quokka. Further, you may not remove or alter any copyright, trademark or other intellectual property notices contained on or provided through Quokka. The trademarks, trade names, service names or logos associated with Quokka (collectively, the "Marks") are trademarks of Focus Lab, LLC or its licensors, and no right or license is granted to use them. You hereby acknowledge Focus Lab or its licensors' perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. You agree not to use or attempt to register any Mark that is confusingly or deceptively similar to the Marks.

If you send or transmit any communications, comments, questions, suggestions, or related materials to us, whether by letter, e-mail, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to Quokka, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non- proprietary, and you hereby assign all right, title, and interest in, and to Focus Lab. Focus Lab is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Focus Lab is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

9. Copyright Infringement and Take Down

If you are a copyright holder who believes that any of the products, services or content which are directly available via Quokka are infringing copies of your work, please let us know. Pursuant to The Digital Millennium Copyright Act, 17 United States Code 512(c)(3), a notice of alleged copyright infringement should be sent to Focus Lab's designated copyright agent at the following address: Quokka Attn: Will Straughn 35 Barnard St #202 Savannah, Ga 31401. A notification of claimed copyright infringement must be addressed to Focus Lab's copyright agent listed above and include the following: A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed; Specific identification of each copyrighted work claimed to have been infringed; A description of where the material believed to be infringed is located on Quokka Service or the Quokka Websites (please be as detailed as possible and provide a URL to help Focus Lab locate the material you are reporting); Contact information for the complaining party, such as a complete name, address, telephone number, and email address; A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

10. Technology Limitations and Modifications

Focus Lab will make reasonable efforts to keep Quokka operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Focus Lab reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of Quokka with or without notice.

11. Assignment

Focus Lab may assign this Agreement or any part of it without restrictions. You may not assign your obligations under this Agreement or any part of it to any third party.

12. Business Use of Services

If you are using Quokka on behalf of a business, that business accepts the terms of this Agreement.

13. Severability.

If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Agreement and the application of that provision shall be enforced to the extent permitted by law.

14. Complete Agreement.

This Agreement constitutes the entire agreement between the you and Focus Lab with respect to the use of Quokka licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. To the extent that the provisions of this Agreement conflict with other terms provided by Focus Labs, the conflicting provisions in this Agreement shall govern.

15. Disclaimer of Warranties

EXCEPT AS SET FORTH ABOVE, FOCUS LAB PROVIDES QUOKKA AND SOFTWARE ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS. FOCUS LAB MAKES NO WARRANTY THAT (i) QUOKKA OR ANY SOFTWARE PURCHASED THROUGH QUOKKA WILL MEET YOUR REQUIREMENTS; (ii) QUOKKA WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT THERE WILL BE NO ERRORS IN QUOKKA OR HARDWARE, OR THAT FOCUS LAB WILL FIX ANY ERRORS. YOU UNDERSTAND THAT QUOKKA MAY BE AFFECTED OR INTERRUPTED BY, CELLULAR OR OTHER NETWORK INTERRUPTIONS AND OTHER FACTORS AND ACTS OF GOD, AND THAT FOCUS LAB BEARS NO RESPONSIBILITY FOR THE SAME.

ANY DATA OR OTHER INFORMATION OBTAINED THROUGH USE OF QUOKKA ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND FOCUS LAB SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF QUOKKA OR ANY CONTENT OBTAINED FROM QUOKKA.

16. LIMITATION OF LIABILITY

YOUR USE OF QUOKKA IS ENTIRELY AT YOUR OWN RISK. FOCUS LAB WILL NOT BE LIABLE TO YOU (OR ANY THIRD PARTY) FOR INDIRECT, INCIDENTAL, SPECIAL, EXTRAORDINARY, OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, EVEN IF YOU HAVE INFORMED FOCUS LAB OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT FOCUS LAB SHALL HAVE NO RESPONSIBILITY OF LIABILITY FOR ANY DAMAGE OR LOSS TO PROPERTY, REDUCTION OR LOSS IN PRODUCTION, OR PERSONAL INJURY OR DEATH RELATING TO THE SOFTWARE, OR SERVICE OR THE DATA OR OTHER INFORMATION PROVIDED THROUGH QUOKKA, EXCEPT DUE TO FOCUS LAB'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOCUS LAB'S TOTAL LIABILITY FOR ANY CLAIMS RELATING TO OR ARISING OUT OF USE OF THE SERVICE OR SHALL BE LIMITED TO THE AGGREGATE FEES YOU PAID FOR THE SERVICE DURING THE ONE (1) YEAR PERIOD PRIOR TO ASSERTION OF THE CLAIM.

17. Indemnification

You, or the business you are using Quokka on behalf of, will defend, indemnify, and hold harmless Focus Lab and its affiliates, officers, agents and employees from and against any claim, suit, injury, action, liability, loss, damage, settlement, judgment, arbitration award, cost, and expense, including without limitation, reasonable attorneys’ fees and expenses (collectively, “Claims”) resulting from, arising out of, or relating to your use of Quokka and/or the Quokka Software.

18. Mandatory Arbitration; Exceptions to Mandatory Arbitration; Waiver of Class Action Rights; Limitations Period; Venue and Choice of Law

i. You and Focus Lab agree that any dispute, claim or controversy arising out of or relating in any way to Quokka or your use thereof, including this Agreement, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Focus Lab, LLC are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of this Agreement and the termination of your Paid Service subscription. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the 'AAA Rules'), as modified by this Agreement, and as administered by the AAA.

ii. You and Focus Lab, LLC agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of Quokka are NOT subject to mandatory arbitration. Instead, you and Focus Lab, LLC agree that the preceding claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by Courts of competent jurisdiction in Savannah, Georgia, and that applicable Georgia and/or Federal law shall govern, without regarding to choice of law principals.

iii. YOU AND FOCUS LAB, LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, the arbitrator shall not consolidate any other person's claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief.

iv. Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA's Consumer Rules with the remainder paid by Focus Lab, LLC. Any arbitration costs or fees deemed 'excessive' will be paid by Focus Lab, LLC.

v. You and Focus Lab, LLC agree that this Agreement involves interstate commerce and is subject to the Federal Arbitration Act. You and Focus Lab, LLC further agree that applicable laws of the State of Georgia shall exclusively govern any dispute without regard to choice or conflicts of law rules. The sole and exclusive venue for the resolution of any dispute, whether or not subject to mandatory arbitration as described above, shall lie in Savannah, Georgia.

19. Questions.

If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to info@quokka.com.

© Focus Lab, LLC. All rights reserved. Last Updated April 11, 2019.