ESIGN CONSENT TO USE ELECTRONIC RECORDS AND SIGNATURES

In thisConsent, the words “we,” “us,” and“our” mean Nitra, Inc.(together with any Affiliates of Nitra, Inc., collectively “Nitra”).  The words “you” and “your” mean the person orentity giving consent.  “Communications” means eachdisclosure, notice, agreement, offer, or other information we provide to you,or that you sign, submit, or agree to at our request.

You agree that any of the Communications we provide to you, or that you sign or agree to at our request, may be in electronic form. Your Consent will apply to this transaction and all documents related to this transaction, as well as all future transactions with us regarding this account.  We may also use electronic signatures and obtain them from you on any Communication.

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Each Communication that we provide to you in electronic form will be delivered either (1) via e-mail or (2)by your accessing your online account (via our application or our website).  We may send you an e-mail, text message, push notification, or other electronic notice at the time a Communication is available, and the Communication will be available online regardless of whether or not we send such notice.  We may establish security procedures you will have to follow to access your online account.

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We may always, in our sole discretion,provide you with any Communications on paper, even if you have authorized electronic delivery.  We may do so if our attempts to provide you with electronic notice are unsuccessful.  

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Sometimes applicable law,or our agreement with you, requires you to give us a written notice.  You must still provide these notices to us on paper, unless we tell you how to deliver the notice to us electronically.

You may withdraw your consent to receive Communications electronically at any time, without penalty, by contacting us at support@nitra.com or 845-524-9650.  If you withdraw your consent, we reserve the right to limit or close your account.If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected. You agree to pay any amount owed to us, even if you withdraw your consent and we close or limit access to the to the services we provide.

It is your responsibility to provide us with accurate and complete e-mail address and other contact information, and to maintain and update promptly any changes to this information.  You can update your contact information at any time through your account portal or by contacting us at support@nitra.com or 845-524-9650.

To receive electronic Communications, you must have access to:

• A computer with an Internet connection (PCs should be running Windows 7 or higher and Internet Explorer 10 or higher, Chrome, or Firefox; Macs should be running OSX and Safari, Chrome, or Firefox); or
• A mobile device that with access to the Internet running either Apple iOS 10.3 or higher, or Android 4.1 or higher.

You will also need a valid email address and sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.

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If our hardware or software requirements change, and that change would create a material risk that you would not be able to access or retain electronic Communications, we will give you notice of the revised hardware or software requirements.  Continuing to use this service after receiving notice of the change is reaffirmation of your consent.

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We will not send you a paper copy of electronic Communications from us, unless you request it or we otherwise deem it appropriate to do so.  You can obtain a paper copy of certain Communications we provide to you electronically by printing it yourself or, if required by applicable law, by requesting that we mail you a paper copy.  Requests for paper copies must be made within a reasonable time after we first provided the electronic Communication to you.  To request a paper copy, contact us at support@nitra.com or 845-524-9650 or through your online account.

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We encourage you to print or download for your records a copy of all electronic Communications, as well as this ESIGN Consent disclosure and any other document that is important to you.

We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications.  We will provide you with notice of any such termination or change as required by law.

8.1. PLEASE READ THIS SECTION 8 CAREFULLY.  IT EXPLAINS THE TERMS UPON WHICH CUSTOMER IS WAIVING ITS RIGHT TO BRING CLAIMS ARISING UNDER THIS AGREEMENT IN A COURT OF LAW OR TO HAVE A JURY RESOLVE ANY DISPUTES HEREUNDER.  Except if other applicable laws require otherwise, the Parties hereto agree and understand that any dispute or claim related to Customer’s, or any employee of Customer’s, use of the Account or any Products, any disputes regarding any alleged breach of the Agreement, to the extent such dispute cannot otherwise be resolved, as well as any other action to enforce the terms of this Agreement or for the breach of this Agreement, shall be referred to final and binding arbitration, and not in court.

8.2. The Federal Arbitration Act and federal arbitration law apply to this agreement.

8.3. Any arbitration proceeding will take place in the State of Delaware, subject to the laws of the State of Delaware and will otherwise be governed by the then-current commercial arbitration rules of the American Arbitration Association, and the Parties hereto expressly waive their rights, if any, to have any such matters heard by a court or jury, or administrative agency whether federal or state.  The Parties in any arbitration to enforce this Agreement or remedy its breach will equally share the costs associated with such arbitration proceedings; provided, that, each Party shall pay its own attorney’s fees.  Within fourteen (14) days after the commencement of arbitration, each Party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten (10) days of their appointment.  If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.

8.4. The Parties agree that any dispute resolution proceedings (including any arbitrations and any court proceedings) will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.  Class actions and class arbitrations are prohibited and in no event will a claim for class relief (or for injunctive relief extending beyond Your own individual alleged injuries or to prevent future harm to You alone) be arbitrated.  If for any reason a claim proceeds in court rather than in arbitration, each Party waives any right to a jury trial.  The Parties also agree that Customer and Nitra may bring suit in court to enjoin infringement or other misuse of Intellectual Property Rights.

8.5. If any portion of this Section 8 cannot be enforced, the unenforceable portion will be severed and the rest of this Section 8 will continue to apply.  However, if (i) it is determined that the class action waiver contained in this Section 8 cannot be enforced, or (ii) the arbitrators (contrary to this Agreement) purport to decide a dispute on a class or other representative basis, or to award injunctive relief that extends beyond that necessary to remedy Your own individual alleged injuries or to prevent future harm to You alone, then this entire Section 8 (excluding this sentence) shall be deemed invalid and unenforceable.