ENVIRONMENTAL SCIENCE ASSOCIATION

SERVICE TERMS & CONDITIONS

LAST UPDATED: JULY 21, 2020

PLEASE CAREFULLY READ THESE SERVICE TERMS AND CONDITIONS AND THE PRIVACY POLICY LINKED TO BELOW (TOGETHER, THE "AGREEMENT"). IF YOU DO NOT AGREE WITH THE AGREEMENT, DO NOT ACCESS OUR WEBSITES LOCATED AT WWW.ESASSOC.COM AND/OR HTTPS://COMMENT-TRACKER.ESASSOC.COM/ (SINGULARLY AND COLLECTIVELY, "WEBSITE") OR USE OUR COMMENT TRACKER, WHICH IS A COMMENT MANAGEMENT SYSTEM USED TO COLLECT, TRACK, AND MANAGE COMMENTS TO TECHNICAL DOCUMENTS THROUGH THE REVIEW AND RESPONSE PROCESS ("COMMENT TRACKER" OR "SERVICES").

BY ACCESSING OR USING OUR WEBSITE OR SERVICES, YOU, AN INDIVIDUAL ("YOU," "YOUR," OR THE "USER") AGREE TO BE BOUND BY THIS AGREEMENT, WHICH FORMS A LEGALLY BINDING CONTRACT WITH YOU AND ENVIRONMENTAL SCIENCE ASSOCIATES, A CALIFORNIA CORPORATION ("ESA", "WE", OR "OUR"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE DEFINED TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. YOU AND ESA ARE SOMETIMES REFERRED TO HEREIN EACH AS A "PARTY" AND TOGETHER AS THE "PARTIES." THE TERMS DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM.

This Agreement is effective immediately and supersede any previous version.

1) Acceptance of Terms, Description of Services, and Definitions:

This Agreement describe the terms and conditions that govern your access to and use of our Services, including those offered through our Website and communications through emails. By accessing or using our Website or the Services, you agree to be bound by this Agreement.

ESA provides Services through its Website that allows Users to submit comments and associated attachments to ESA's client's project (the " Client"). "Content" means text, images, photos, audio, video, and all other forms of data or communication using all technologies whether now known or later created that is submitted to, or transmitted through, the Website or in connection with the Services. If you have generated such original Content, it is "Your Content"; if ESA did, it is " ESA Content"; if a third party, including Client, did, it is "Third Party Content." " Service Content" collectively means Your Content, ESA Content, and Third Party Content.

2) Modification to the Terms:

ESA may need to modify the Terms and we encourage you to review this Agreement regularly. Any changes or modifications will be effective immediately upon posting the revisions to the Website and you will be bound thereby. If material changes are made, ESA will notify you by posting a notice on the Website. We will also indicate at the top of this page when this Agreement was last updated. Your continued use of the Website or the Services means that you accept the modified Agreement.

3) Use of Services:

a) About Our Services:

The Services are devoted to bringing cost-effective and efficient mechanism to manage and coordinate the review and comment management process during the development of technical documents.

ESA is not responsible for the quality, content, or any other communication submitted through ESA's Website and Services. ESA does not moderate comments or associated attachments.

b) Eligibility:

You must be 18 years or older to use the Website or Services, which are not directed at or intended for use by anyone under the age of 18. If ESA determines that a user is under the age of 18, ESA will immediately delete any information provided. To access or use the Services, you must have the requisite power and authority to enter into this Agreement.

c) User Responsibilities:

You alone are responsible for Your Content and once posted, shared or otherwise communicated to ESA, Your Content is considered published. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, and any risks association with personal information you may disclose. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is any way sponsored or endorsed by ESA.

You may expose yourself to liability if Your Content contains material that is false, intentionally misleading, defamatory, violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, contains material that is unlawful, including illegal hate speech or pornography, exploits or otherwise harms minors, violates or advocates the violation of any law or regulation, or violates any provision of this Agreement.

i) Communications from Users:

To protect our users from any Prohibited Activities, as defined below, ESA reserves the right to take appropriate actions, including by restricting the frequency of communications a user may send in a certain time period, or reviewing, editing, or removing user content which in our sole and absolute judgment violates any of the Prohibited Activities or this Agreement. To protect the integrity of the Websites and Services, ESA reserves the right to block users from certain IP addresses from accessing the Website and/or the Services for any such violation.

(1) Prohibited Content and Activities:

"Prohibited Activities" means each and every prohibited action set forth in this section. To keep the Website and Services safe and accessible, in connection with your use of the Website and the Services, you shall not:

• Encourage or facilitate any violation of this Agreement.

• Harm ESA or anyone else.

• Interfere with the Website or the Services.

• Use the Website in any manner that violates any law.

• Engage in any unlawful, misleading, malicious, or discriminatory activity.

• Submit, send, or otherwise communicate content that is harassing, intimidating, bullying, unlawful, defamatory, obscene, pornographic, indecent, lewd, suggestive, threatening, contains nudity, is hate speech, or incites violence.

• Create a false identity in connection with the submissions or Your Content or the creation of a User account..

• Attempt to submit Your Content when you have been prohibited from accessing out Website and using our Services.

• Post or make available content that infringes any copyright, trademark, trade secret, patent, or other intellectual or proprietary right of ESA or any third party.

• Harvest, scrape, or otherwise collect, store, or manipulate any information from the Website or the Service, including the personal information of any user without the express prior written consent of such user and of ESA.

• Solicit, collect, transmit, store, or disclose any personal information of any third party.

• Use the Website or the Services to disclose the personal information of any other person without their express prior written consent.

• Use the Website to send spam, direct marketing communications, or any other unsolicited advertising or promotional materials.

• Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise interfere with any software that is part of the Website or Services.

• Upload or transmit any software, material, or communication that is harmful to our users' computers, devices or systems, or that contains a virus.

• Otherwise misuse or misappropriate any Website content, including to use in whole or in part on any "mirrored," competitive, or other website.

d) Communications from ESA and Others:

By accessing or using the Service, you consent to receive communications from other users and ESA through the Service, or through any other means including emails. These communications may promote ESA or businesses listed on ESA, and may be initiated by ESA, businesses listed on ESA, or other users.

You can opt-out of certain communications, and we have provided the opt-out mechanisms in our Privacy Policy https://comment-tracker.esassoc.com/privacy_policy .

e) ESA's and Client's Right to Use Your Content:

ESA and other Clients may use Your Content including by reproducing it to: publicly display it, reformat it, incorporate it into advertisements and other works, create derivative works based on or incorporating it, promote it, distribute it, and allow others to do the same in connection with their own websites and media platforms ("Other Media"). You hereby irrevocably grant to ESA and such Clients a worldwide, perpetual, fully paid-up, non-exclusive, royalty-free, assignable, sublicensable, irrevocable, and transferable license to use Your Content for any purpose, using all technologies whether now known or later created. Please note that you also irrevocably grant the users of the Services and any Other Media the right to access Your Content in connection with their use of the Services and any Other Media. Finally, you irrevocably waive, and cause to be waived, against ESA, other Clients in connection with their use of the Services, and its other users any claims and assertions of moral rights or attribution with respect to Your Content.

Service Content (including any that may have been created by users employed or contracted by ESA) does not necessarily reflect the opinion of ESA. Except as required by law, ESA has no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. ESA reserves the right to remove, screen, edit, or reinstate of Your Content at our sole discretion for any reason or no reason, and without notice to you.

4) Intellectual Property Ownership and Rights:

a) Copyright:

Except for Your Content, and Third Party Content, ESA owns all Service Content, including visual interfaces, interactive features, graphics, design, compilations (including our selection, coordination, aggregation, and arrangement of Your Content and other Content), computer code, products, aggregate star ratings, and all other elements and components of the Service. You acknowledge that all copyrights and other intellectual property rights related to the aforementioned Content, Website, and Services are owned, as between the Parties, solely and exclusively by ESA, to the full extent permitted, and are protected, under the United States Copyright Act, international copyright laws, and all other applicable laws. You may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works, transmit or in any way use or exploit any Content, except for Your Content, in whole or in part without ESA's express prior written consent.

b) Trademarks:

ESA also owns trademarks, service marks, and trade names (the " Marks") throughout the world associated with the Website and the Services, which are protected by law and all good will therein shall inure to ESA's benefit. As such, you shall not use or exploit any of the Marks in whole or in part except as expressly authorized by ESA. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Website and the Services are expressly retained by ESA.

c) Digital Millennium Copyright Act ("DMCA") Notice and Takedown Request

ESA respects intellectual property rights. We hereby expressly reserve the right, in our sole and absolute discretion, to terminate access rights to the Website and/or Services if we have reason to believe that intellectual property rights have been violated. For anyone wishing to make a claim of copyright infringement on the Website or in connection with the Service, please a written notice to DMCA Notices, Environmental Science Associates, 550 Kearny Street Ste. 800, San Francisco, CA- 94108 or via email to CTSupport@esassoc.com. Such notice must include:

• The signature (electronic or physical) of the person authorized to act on behalf of the copyright owner;
• A reasonably specific description of the copyrighted work allegedly infringed;
• A reasonably specific description of where allegedly infringing material is located;
• Your contact information (address, telephone number, and email address); and
• A statement by you, made under penalty of perjury, that you have a good faith belief that the allegedly infringing use is illegal and not authorized by the copyright owner, that the information in your notice to us is accurate, and that you are either the copyright owner or legally authorized to act on the copyright owner's behalf.

5) Privacy:

For information about ESA's collection and use of your information, please read our Privacy Policy here https://comment-tracker.esassoc.com/privacy_policy ( the "Privacy Policy"), the terms of which are incorporated herein by reference.

6) Feedback Submissions and Customer Support:

We welcome your feedback, however, you agree that ESA is free to use any comments, information, ideas, concepts, reviews, techniques, or any other material contained in any communication you may send to us, worldwide and in perpetuity without acknowledgement, compensation, or payment to you.

7) Third Party Content:

ESA provides a mechanism by which you can submit comments and applicable attachments to Client projects. The Website will have Client-provided documents, content, and other information (" Third Party Content").You should not infer or assume that ESA operates, controls, or is otherwise connected with this Third Party Content. This Agreement does not govern Third Party Content and how Clients use Your Content. Please contact the respective Client directly if you have concerns about its use of Your Content.

8) Disclaimers of Warranties, Representations, Limitations of Liability and Indemnification:

ESA provides a mechanism for Users to submit comments to Client projects. ESA neither controls nor vets Your Content or Client Content for accuracy, nor does ESA assume any responsibility for the accuracy or reliability of any information provided by Users or Client, whether on the Website, through the Services, or offline. ESA may offer certain Users the opportunity to verify certain information, such as their email address or phone number, however, ESA does not guarantee, nor does ESA represent or warrant as to, the accuracy of such information.

ESA is not responsible for the conduct, whether online or offline, of any user of the Website or Services. ESA does not assume and expressly disclaims any liability that may result from the use of information that may be provided through the Website or Services. User hereby expressly shall not hold ESA, or its officers, directors, shareholders, employees, or other affiliates (collectively the "ESA Parties") liable for any action or inaction of any user of the Website or Services for any information, advice, or services which originated through ESA's Website or Services, and the ESA Parties expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

You represent and warrant that you have read and understood this Agreement. If you use the Services outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR OWN RISK. THE WEBSITE, SERVICES, AND ALL CONTENT ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ESA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ERROR-FREE OR RELIABLE. YOU EXPRESSLY AGREE THAT ESA IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS. BECAUSE THE LAWS OF SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL ESA OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY, OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER. BECAUSE THE LAWS OF SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, LOSSES OR LIABILITY, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THE TOTAL LIABILITY, IF ANY, OF ESA FOR ANY CLAIM BY YOU FOR DIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEE YOU PAID TO ESA DURING THE ONE (1) YEAR PERIOD PRIOR TO WHEN YOU BRING ANY SUCH CLAIM. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS PARAGRAPH REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.

YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE ESA PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF ANY PROVISION CONTAINED IN THIS AGREEEMENT OR YOUR USE OF THE WEBSITE OR SERVICE (INCLUDING YOUR USE OF THE CONTENT). ESA RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

9) Third Party Beneficiary

This Agreement specifically are not intended to constitute a third party beneficiary contract and therefore shall not be construed to be for the benefit of any person or entity not a Party hereto, and no such person or entity shall have any claim or right of action under this Agreement.

10) Governing Law and Jurisdiction

This Agreement shall be exclusively interpreted, construed and enforced under California (U.S.A.) law without reference to its choice of law rules and, if any federal right violation is alleged, the laws of the United States of America. Venue for any court action arising out of or relating to this Agreement shall be exclusively brought in the appropriate state court in the California Superior Court located in the City and County of San Francisco or any federal court in the Northern District of California and the Parties irrevocably consent to the jurisdiction of such courts for any permitted court action on any obligation hereunder.

11) Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect as if such invalid, illegal, or unenforceable provision had never been included.

12) Miscellaneous

This Agreement: (i) is drafted and shall be interpreted in the English language; (ii) shall be construed fairly with no inference drawn against the drafting Party; (iii) uses, though strictly for convenience, various titles and headings which shall not affect interpretation of this Agreement; (iv) sets forth the Parties' entire agreement and understandings relating to the subject matter herein and merges and supersedes all of the Parties' prior agreements, writings, commitments, discussions and understandings; (v) and any right or obligation set forth in this Agreement can only be amended, modified, or waived in a writing signed by ESA; (vi) including and respective rights or obligations arising out of it shall not be assigned or transferred by You, without ESA's prior express written consent (no such expressly consented to assignment will relieve the assignor from liability for performance of assignor's obligations under this Agreement) and any other attempt to assign this Agreement shall be null and void and shall, at the sole option of ESA, be a basis for the immediate termination of this Agreement; and (vii) shall bind (and inure to the benefit of) the Parties, and the their respective heirs, ESA's assigns, Your ESA-approved assigns, successors-in-interest, and legal representatives. When used in this Agreement, "including" shall be deemed to mean "including, but not limited to," regardless whether such term is initially capitalized and notwithstanding any conflicting provision of this Agreement. YOU EXPRESSLY REPRESENT THAT YOU HAVE: (A) READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS; (B) INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH HEREIN; AND (C) BEEN AFFORDED THE OPPORTUNITY TO SEEK THE ADVICE OF LEGAL COUNSEL WITH REGARDS TO YOUR RIGHTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND HAVE EITHER SOUGHT OR REFUSED SUCH COUNSEL.