The following terms and conditions (this “Terms of Use”) govern all use of the sunrisetechnology.com website, and the digital product shelving label and pricing platform, including the Sunrise Technology Cloud platform available via the website, (the “Portal”) and all content, services, features, activities, and products available at or through the Portal (together with all other content, services, features, activities and products available through the Portal, the “Services”), but expressly excluding Sunrise’s “LEAP” services, which are governed by separate terms of use. The Services are owned or licensed to and operated by Sunrise Technology, LLC (“Sunrise”, “we”, or “us”). Please read these Terms of Use carefully before using the Services.

BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TERMS OF USE AND ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED IN THE TERMS OF USE BY REFERENCE, INCLUDING, BUT NOT LIMITED TO, SUNRISE’S PRIVACY POLICY (HTTPS://WWW.KROGER.COM/ASSET/58A209EC84AEA27D36374ABD?DATA=1) (COLLECTIVELY, THIS “AGREEMENT”). THIS AGREEMENT IS LEGALLY BINDING AND CONDITIONS YOUR USE OF THE SERVICES. If you do not agree to all the terms and conditions of this Agreement, you may not use the Services.

1. ACCOUNT REGISTRATION AND ACCESS

As a condition of your purchase and use of certain products offered and sold by Sunrise, including without limitation the Wi-Fi-enabled lenticular and Fresnel screen shelving (i.e. Sunrise “Edge” or similar shelving product) (collectively, the “Products”), you must register for the Services and create an account. You (and any agent designated by you operating on your behalf) must complete the registration process by providing Sunrise with the information prompted by the registration form, including, but not limited to, your name, email address, telephone, company name, company website, password and payment information. You agree to provide us with complete and accurate information when you register for the Services, and to keep such information up to date. Your use of the Services is subject to these Terms of Use as well as any terms applicable to accessing the cloud hosted by our then-current provider (currently, Microsoft Azure, https://azure.microsoft.com/en-us/support/legal/) (“Provider Terms of Use”) for the Portal. In addition, you must register and create an account for our LEAP platform (“LEAP Services”) and comply with the applicable terms of use available at (https://leap.edgeshelf.com), pursuant to which you agree to permit advertisers (e.g. consumer packaged goods manufacturers) who are registered users of such Leap Services (“Media Buyers”) to purchase media time and space on your Products and upload media content onto such Products, subject to such users’ compliance with the applicable terms of use. You may in certain circumstances be entitled to compensation related to Media Buyers purchase of media time and space on your Products, and in such case, the terms and conditions applicable to such compensation will be governed by and set forth in the LEAP Co-Share Program Agreement accessible at (https://leap.edgeshelf.com).

You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the Services on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify us immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Services. You may only use the Services for your own business purposes and not for the benefit of third parties.

Sunrise may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

2. FEES

2.1. Subscription; Services

Sunrise offers a variety of Services through the Portal. These plans are priced based on several factors related to the shelves that you put content on, including, but not limited to, (i) the number of shelves, (ii) the specifications of the shelves, (iii) the location of the shelves in the store(s), (iv) the number of stores and (v) the frequency of changes to the content displayed on the shelves. These plans do not include media purchasing capabilities and access to LEAP. All Services that you may purchase through the Portal are priced according to usage. You must purchase at least the basic subscription, for which you will pay a monthly subscription fee in the amount of $10, payable as set forth in Section 2.3.

2.2. Changes in Fees

We may, upon any notice required by applicable law, change the fees for the Services at any time or impose additional fees or charges. Such changes will be effective immediately upon posting on our Portal; provided, however, that such fee changes will be effective only as to prospective Services (including monthly, automatic renewals and/or plan upgrades) after the effective date of such change.

2.3. Payment of Fees

By providing your payment information to us and by enrolling in this recurring payment program, you authorize Sunrise: (a) to initiate recurring automated clearing house (ACH) debit entries or debit card payments from the checking or savings account you specify, or (b) to initiate recurring charges from your specified credit card.

The fees described in Section 2.1 will be charged quarterly (each, a “Subscription Period”) on the first day of each calendar quarter (i.e. January 1, April 1, July 1 and October 1) for Services provided during the such calendar quarter. The amount debited from your checking or savings account or charged to your credit card every quarter will be the then current balance on your account (if any).

Your current balance is the amount on your Sunrise statement (i.e. the aggregate amount due for three months of Services) plus additional charges billed to your account after your statement was issued, less credits or payments posted to your account after your statement was issued. Once your enrollment is processed, all payments will be automatically withdrawn from your specified checking or savings account or charged to the designated credit or debit card on the Sunrise statement due date, unless you terminate your authorization in the manner described herein.

You agree to be bound by any rules your financial institution requires for pre-authorized electronic funds transfers and/or that your debit or credit card issuer requires for pre-authorized debit or credit card transactions. You are responsible for all fees charged by your financial institution associated with the pre-authorized payment option.

YOU HAVE THE RIGHT TO TERMINATE YOUR AUTHORIZATION AT ANY TIME ONLINE BY LOGGING INTO YOUR ACCOUNT VIA THE PORTAL AND TERMINATING AUTOMATIC PAYMENTS OR BY CALLING [1-855-278-6747] AND TERMINATING YOUR AUTHORIZATION.

You must update all changes to your checking/savings account or credit/debit card information by logging into your account via the Portal. If you do not update your checking/savings account or credit/debit card information and we are unable to charge your credit card or withdraw funds from your debit card, checking account, or savings account for the amount due on your account, you may be subject to applicable late fees, returned item charges and any fees or charges assessed by your financial institution. We may also suspend your account until all outstanding fees are paid. In addition, we may require pre-payment for future Services. You may not offset any amounts owed to us for Services pursuant to these Terms of Use with any amounts owed to you by us or our affiliate under a separate agreement.

We will make your statement available to you online. You can access your statement by logging into your account via the Portal and click to view billing. You agree to review each bill you receive and give us notice of any errors or disputed charges at least 72 hours prior to your statement due date.

SUNRISE SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A PAYMENT MADE ON ITEMS INCORRECTLY BILLED OR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOUR CREDIT CARD IS CHARGED.

We reserve the right to change these terms or terminate automatic payment at any time. Notice may be given on or with your statement or by other methods.

Current checking or savings account information or a valid credit card is required to begin your subscription and have access to your account and the Services. If you purchase a subscription package, then at the time of registration you will be charged a pro-rated amount for the days remaining in the month in which you register.

We will debit bill the fees due under your subscription and any one-time fees in accordance with an order to the credit card you provided to us during registration (or to a different credit card if you change your payment information) and continue to do so quarter-to-quarter at the rate you agreed to as set forth herein. The fees for any subscription are billed in advance of each billing cycle and are non-refundable. One time fees are billed as incurred. You acknowledge that the amount billed for each Subscription Period may vary due to promotional offers, changes in your subscription, one-time charges, and changes in applicable taxes. No refunds or credits or rollovers will be provided for partial month access to the Services, upgrades/downgrades, or for months unused with an open account. Any discounts applied to a previous subscription will not apply to a renewed subscription, including to any automatic renewals.

As an express condition of your use of and access to the Services, you agree to pay all fees for the Services and any applicable taxes in connection with your use of the Services. We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.

2.4. Current Billing Information

You must provide current, complete and accurate billing and checking/savings account or credit/debit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete and accurate, and you must promptly contact Sunrise if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Portal username or password). You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your financial institution, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, your financial institution may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

2.5. Account Cancellation You may cancel your subscription by contacting [corpleap@kroger.com] or by submitting a ticket within the Portal and requesting a cancellation. You must cancel your subscription at least ten days prior to the end of your current Subscription Period to avoid charges for the next period. If you cancel your subscription, you will lose all access to the Services associated with such subscription upon the

expiration of your current Subscription Period and any data or information stored in your account (see Section 10 (Term and Termination) for additional details). No refunds or credit will be given for any cancellations.

2.6. Reporting

To the extent Sunrise makes available to users of the Services its online reporting interface via the Portal, you will have access to such reporting interface, subject to your full compliance with these Terms of Use.

3. SECURITY

Your Sunrise account is protected by a username and password, and should be accessed only by you or authorized third parties. You should take steps to protect against unauthorized access to or use of your username and password. You should also remember to log off when using any shared computer or device.

Sunrise has implemented reasonable security mechanisms to protect your information from loss, misuse and unauthorized access, disclosure, alteration and destruction. Examples of these security mechanisms include limited and password-protected access, high security public/private keys, encryption on processed data, and SSL encryption to protect transmission of data.

However, please keep in mind that no security system is impenetrable. It may be possible for third parties to intercept or access your account and any information you provide to Sunrise, information we compile on your behalf, and/or information that we collect about you. Sunrise cannot guarantee the security of such information and is not responsible for unauthorized access to client accounts.

4. PROPRIETARY RIGHTS; RESTRICTIONS ON USE

4.1. Sunrise’s Exclusive Right to Manage Content

You acknowledge that any data or information (“User Content”) you post, upload, or submit to the Services may be edited, removed, deleted, modified, published, transmitted, and displayed by Sunrise in its sole discretion and without your permission, and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. Notwithstanding anything to the contrary in this Agreement, Sunrise shall not be responsible for controlling or editing any User Content, and Sunrise cannot ensure the removal of inappropriate or unlawful User Content. Under no circumstances will Sunrise be held liable for removing, disabling, or restricting access to or the unavailability of any User Content, or for any failure to do so. Sunrise may reject or refuse to provide any Services in its sole discretion.

4.2. Reservations

Except for the limited licenses expressly granted herein, Sunrise expressly reserves all right, title and interest in and to the Services, content on the Portal, aggregated data, and general trend reports, and all processing, analytics, and other software and technology used by Sunrise in the analysis of your data and the provision of the Services (“Sunrise Technology”), including, without limitation, any derivatives, improvements, enhancements, or extensions of the Sunrise Technology conceived, reduced to practice, or otherwise developed on or on behalf of Sunrise, all of which are valuable assets of Sunrise, and any copyright, patent, trademark, or other intellectual property right, or federal or state right, pertaining thereto.

4.3. Restrictions on Use and Compliance

You shall not use, or allow third parties to: (a) use of, the Sunrise Technology, except pursuant to the limited rights expressly granted in this Agreement; (b) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by Sunrise or inconsistent with Sunrise’s standard security procedures, if any, accessible through your user interface; (c) attempt to reverse engineer, hack into, or compromise any aspect of the Sunrise Technology, or attempt to access data or account information of any other customer of Sunrise; (d) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Sunrise; (e) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Sunrise Technology; (f) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image or program; (g) post or transmit any message, data, image or program that would violate any property rights of others using the Services; (h) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; or (i) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (j) use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including, without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity.

4.4. Intellectual Property

The Services contain intellectual property owned by Sunrise, including, without limitation, trademarks, copyrights, proprietary information and other intellectual property as well as the Sunrise name, logo, all designs, content, layouts, text, graphics, photographs, other files, and the selection and arrangement thereof. You may not copy, modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever the Site or Service, including without limitation and content or intellectual property therein, in whole or in part without our prior written

consent in each instance. You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (b) collecting or harvesting any personally identifiable information, including account names, from the Services; (c) using the Services for any commercial solicitation purposes; (d) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (e) interfering with the proper working of the Services; (f) using the Services or any part thereof for any commercial purpose not expressly authorized herein; or (g) using the Services or any part thereof on your website or the website of a third party. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We reserve the right to immediately remove you from the Services, without refund, if you are caught violating these terms.

5. INDEMNIFICATION

You will indemnify, defend, and hold Sunrise and its subsidiaries, affiliates, officers, directors, employees, agents, vendors, and service providers (each a “Sunrise Indemnitees”) harmless from and against any and all suits, judgments, proceedings, claims, losses, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of a third-party claim resulting from (i) the User Content and other materials provided by you, or any websites or content that is linked to from any such User Content or other materials, including, without limitation, any claim such User Content or material is libelous or defamatory or violate or infringe the rights of any third party, including any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights, or any rights of privacy or publicity, or claims based on your willful misconduct, negligence or strict liability for a defective product; (ii) violation of any laws, rules or regulations applicable to your business operations, products and/or services; or (iii) any actual or alleged breach of your representations, warranties, or obligations under this agreement, including without limitation these Terms of Use, or the Provider Terms of Use. You shall defend at your own expense any claim instituted by any person or entity against a Sunrise Indemnitee resulting from a claim arising in connection with your use of the Services. The Sunrise Indemnitee(s) will have the right, at its or their option, to defend such litigation jointly with you. You may not agree to any settlement that imposes any obligation or liability on a Sunrise Indemnitee without such Sunrise Indemnitee’s prior written consent.

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant that (i) the User Content is true and accurate, does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous, and (iii) our use of the User Content in connection with providing the Services will not infringe upon or violate the rights or property interests of any third party, including without limitation, any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any other party, or any right of privacy or publicity. You will notify Sunrise in writing promptly if any of the foregoing representations and warranties becomes untrue.

7. DISCLAIMERS AND LIMITATIONS ON LIABILITY

7.1. General Disclaimers

The information, reports and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Sunrise and/or its respective vendors may make improvements and/or changes in the Services at any time, without obligation to notify any person or entity of such changes.

Sunrise does not represent or warrant that the Services will be error-free or accessible at particular times, defects will be corrected, the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. You specifically agree that Sunrise shall not be responsible for unauthorized access to or alteration of your data.

7.2. Disclaimers of Warranties

THE SERVICES AND ANY REPORTS DERIVED THEREFROM ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS, OR REPRESENTATIONS MADE BY SUNRISE EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, THE REPORTS, OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SUNRISE DOES NOT WARRANT THAT THE SERVICES OR ANY REPORTS DERIVED THEREFROM WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICES CHARGED IN CONNECTION WITH YOUR USE OF THE PORTAL. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.

7.3. Limitations on Liability

SUNRISE AND ITS OFFICERS, DIRECTORS, AND EMPLOYEES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUNRISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS

OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.

SUNRISE’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID BY YOU TO SUNRISE FOR USE OF THE SERVICES IN THE THREE MONTHS PRECEDING THE CLAIM.

8. SERVICE FAILURES

Sunrise does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (i) caused by failures of or previously scheduled maintenance to Sunrise’s equipment or servers; (ii) caused by outages to any public Internet backbones, networks or servers; (iii) caused by any failures of your equipment, systems or local access services; or (iv) relating to events beyond Sunrise’s control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Sunrise or your servers are located or co-located.

9. U.S. GOVERNMENT RIGHTS

If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (“DOD”) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

10. TERM AND TERMINATION

10.1. General

Sunrise may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement or for any other reason.

10.2. Termination of Platform

Either party may terminate this Agreement at any time and for any reason. To terminate your use of the Portal, please follow the steps described in Section 2.7 (“Account Cancellation”).

Upon any termination of this Agreement (i) Sunrise will cease providing the Services; (ii) all User Content will be terminated; (iii) any outstanding balance payable by you to Sunrise will become immediately due and payable and any collection expenses incurred will be included in the amount owed; (iv) you will not be entitled to any refunds of any usage fees or any other fees; and (v) all of your historical report data will no longer be available.

11. MODIFICATIONS TO THIS AGREEMENT AND OTHER POLICIES

This Agreement or any policy governing the Services may be modified by us from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by (i) posting a notice on the Portal for 30 days following any revisions or modifications to this Agreement, or (ii) posting a notice on the Portal the first time that you visit the Portal following such revisions or modifications or (iii) providing direct notice of such changes in a communication to your account. By continuing to use the Services following receipt of such notice, you consent to the revised or modified terms of this Agreement.

12. MISCELLANEOUS

12.1. Independent Contractor

Sunrise and its personnel are not employees or agents of you and are acting as independent contractors with respect to you. Neither you nor Sunrise is, nor shall be considered to be, an agent, distributor, partner, joint venturer, or representative of the other for any purpose, and neither you nor Sunrise shall have the authority to act on behalf of, or in the name of, or to bind the other in any manner whatsoever.

12.2. Force Majeure

Sunrise shall not be liable for delays or failures in performance under this Agreement resulting from acts or events beyond Sunrise’s reasonable control, including acts of war, terrorism, acts of God, earthquake, flood, embargo, riot, sabotage or dispute, governmental act, failure of the Internet, power failure, energy interruption or shortages, other utility interruption, or telecommunications interruption.

12.3. Entire Agreement; Construction; Modifications

This Agreement constitutes the entire understanding between you and Sunrise related to the Portal, which understanding supersedes and merges all prior understandings and all other proposals, letters, and agreements, oral or written. You and Sunrise further agree

that there are no other inducements, warranties, representations, or agreements regarding the matters herein except as expressly set in this Agreement. In the event of any conflict between the body of this Agreement and any other policy or terms attached hereto or incorporated herein by reference, the body of this Agreement shall control. As used herein, the term “including” shall mean “including, without limitation”; the term “includes” as used herein shall mean “includes, without limitation”; and terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. This Agreement may not be modified, amended or altered in any manner except as provided in Section 11 (Modifications to this Agreement and Other Policies), and any attempt at oral modification shall be void and of no effect.

12.4. Assignment

You may not assign your rights or delegate your duties under this Agreement either in whole or in part without the prior written consent of Sunrise. Any attempted assignment or delegation without such consent will be void and Sunrise may immediately suspend or terminate your access to the Portal for cause. Except as provided above, this Agreement shall apply to, inure to the benefit of, and be binding upon you and Sunrise and your and Sunrise’s successors and assigns.

12.5. No Waiver

The waiver or failure of you or Sunrise to exercise any right in any respect provided for herein shall not be deemed to be a waiver of any further right hereunder.

12.6. Dispute Resolution; Governing Law; Severability

Any claim or dispute between you and Sunrise arising out of or relating in any way to your use of the Portal, Services, or the Terms of this Agreement must be resolved through final, binding arbitration in Cincinnati, Ohio. This arbitration obligation applies regardless of whether the claim or dispute involves a warranty, tort, fraud, misrepresentation, product liability, negligence, violation of a statute, or any other legal theory. You specifically acknowledge and agree that you waive THE right to bring a lawsuit IN COURT based on ANY claims or disputes described above, and to have such lawsuit resolved by a judge or jury TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

All arbitrations under the Agreement shall be conducted on an individual (not a class-wide) basis, and an arbitrator shall have no authority to certify a class or award class-wide relief. You acknowledge and agree that with regard to any claims relating in any way to the Portal or Services, you may not seek to, and an arbitrator or court may not, join or consolidate your claims with any other similar claims and you agree you will not proceed in any court or arbitration proceedings as a representative of others, join in any court or arbitration proceedings brought by any other person, and understand that you may not be included as a member of any class that may be certified by a court or arbitrator. Your waivers of your rights to bring or participate court proceedings and as a representative or member of a class applies specifically, but is not limited to, claims brought under Ohio’s Unfair and Deceptive Trade Practices Act, California’s Unfair Competition Law, False Advertising Act and its Consumer Legal Remedies Act, and any other state consumer protection laws.

Before commencing any arbitration proceeding under this Agreement, the complaining Party will provide written notice to the other of the claim, controversy or dispute, and each will, as promptly as practical, appoint one or more senior executives with authority to settle such claim, controversy or dispute who will meet with each other in good faith for the purpose of resolving the claim, controversy or dispute. If the claim, controversy or dispute is not resolved within sixty (60) days of such written notice, either party may commence arbitration proceedings in accordance with the terms set forth herein.

The arbitration of any claim or dispute hereunder shall be conducted pursuant to the American Arbitration Association’s (“AAA”) United States Commercial Dispute Resolution Procedures, which are available by calling the AAA, at 1-800-778-7879, or by visiting its web site at www.adr.org. You acknowledge and agree that each party shall pay the fees and costs of its own attorneys, experts, and witnesses incurred in connection with any arbitration or court proceeding between the parties notwithstanding any prevailing parties attorneys’ fees provision a part of any statute under which you may bring a claim.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to choice of law principles.

Notwithstanding the foregoing, Sunrise shall have the right to seek injunctive or pre-judgment relief in any court of competent jurisdiction to prevent or enjoin the misappropriation, misuse, infringement, or unauthorized disclosure of Sunrise’s confidential information or intellectual property rights. No Federal Acquisition Regulations shall be construed to apply to Sunrise without Sunrise’s written agreement thereto. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

12.7. Marketing

You agree that Sunrise may refer to you by name, logo, trade name, service marks, and trademarks and may briefly reference your business in Sunrise’s marketing, promotional, and other related materials and on Sunrise’s web site, and you hereby grant Sunrise a limited license to do so.

12.8. Attorneys’ Fees

The prevailing party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorneys’ fees, court costs, costs of investigation, expert fees, and other related expenses incurred in connection with any enforcement of rights under this Agreement in law or in equity, including an action for declaratory relief.

12.9. Survivability

All provisions of this Agreement relating to confidentiality, non-disclosure, intellectual property, disclaimers, limitation of liability, indemnification, payment, and no hiring, and any other provisions which must survive in order to give effect to their meaning, shall survive the termination of this Agreement.

12.10. Headings; Counterparts

The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.