Alloy Software End-User License Agreement

Last Updated: Feb 9, 2023

This End-User License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single legal entity), who will be referred to in this Agreement as “Licenses”, and Alloy Software, Inc. (“Alloy Software” or “Licensor”) for all or any portion of the Licensor’s software suite or software product (“Product”) accompanying this Agreement, which includes computer software and may include associated media, printed materials, and online or electronic documentation, and all copyright, trade secrets and the other rights, titles and interests therein (collectively, the “Software”).

By installing, copying, or otherwise using the Software, you agree to be bound by all of the terms and conditions of this Agreement.

If you are accepting this Agreement on behalf of a corporation, partnership or other legal entity, the use of the terms “you” and “your” in this Agreement will refer to such entity.

1. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor grants to you a personal, nonexclusive, nontransferable (except as provided below) and limited license to install and use the Software for the purposes set forth herein. All ownership and copyright to the materials in this Software remain exclusively with Licensor. This Agreement allows you to install and share the Software among multiple administrative users (technicians) sharing a single database (or data repository), based on the license(s) which you legally purchased. You may not install and share the Software among any additional users without obtaining additional licenses. You may not use any additional database or data repository associated with the Software without obtaining additional licenses. You may make copies of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original.

2. COMPLIANCE

You agree that you will comply with (a) all instructions and requirements in any Software specification sheets, user guides, security best practices and policies, and other documentation that we provide or make available to you in connection with the Software (the “Documentation”); and (b) all applicable local, state, national, and international laws and regulations (as each of these may be amended or modified from time to time (“Applicable Laws”) with respect to your use of the Software.

3. LIMITED TRANSFER RIGHTS

Notwithstanding the foregoing, you may transfer all your rights to use the Software to another person or legal entity provided that: (a) you also transfer each of this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions to such person or entity; (b) the receiving party is of the same business category (i.e. educational, non-profit, government, or general business) (c) you retain no copies, including backups and copies stored on a computer; (d) both the registered owner and the new owner have signed the transfer of ownership form provided by Licensor; (e) the receiving party secures a personalized key code from Licensor; and (f) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally acquired a license to the Software. License transfer is subject to a License Administration Fee in the amount of $400 (four hundred US dollars) when the license is being transferred to another legal entity, when the new legal entity merges with or acquires the original license owner. Notwithstanding the foregoing, you may not transfer pre-release or not-for-resale copies of the Software.

4. OTHER RESTRICTIONS

You may not rent or lease the Software to any other party, but you may transfer your rights under this Agreement on a permanent basis, as set forth in Section 2 of this Agreement. You may not reverse engineer, decompile, disassemble or otherwise translate the Software, except and only to the extent that such activity is expressly permitted by Applicable Laws notwithstanding this limitation.

5. COPYRIGHT

The Software is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of Licensor and you will not acquire any rights to the Software except as expressly set forth in this Agreement. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the software.

6. DISCLAIMER OF WARRANTY

The Software is provided entirely “AS IS” without any warranty, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. You accept all risk as to the performance of the Software. In no way will Licensor be liable for any damages or loss caused by the use, or inability to use this Software, regardless of Licensor’s awareness of the potential for such damages or loss. To the extent allowed by law, Licensor shall not be liable to you for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising from the use or the inability to use the Software (even if Licensor or an authorized dealer or distributor has been advised of the possibility of these damages), or for any claim by any other party.

7. LIMITATION OF LIABILITY

To the extent allowed by law, Licensor shall not be liable for any damages, losses or injuries, moral damages, indirect patrimonial losses, damages which are a consequence of losses arising from direct patrimonial damages, whether foreseen or unforeseeable, whether based upon lost goodwill, lost profits, loss of use of the Software, loss of use of money, loss of data or interruptions in its use or availability, stoppage of other work, impairment of other assets or otherwise and whether arising out of breach of any express or implied warranty, breach of contract, negligence, misrepresentation, strict liability in tort or otherwise, and whether based on this Agreement, and transaction performed or undertaken under or in connection with this Agreement or otherwise unless such damages are brought about as a result of the willful misconduct, gross negligence or misrepresentations of Licensor. To the extent allowed by law, Licensor’s liability for damages, regardless of the form of action, shall in any event be limited to the aggregated price received by you under this Agreement.

8. THIRD PARTY MATERIALS

Licensor does not guarantee services and documentation provided by third-party providers (resellers, distributors, service providers, system integrators, contractors) in relation to Licensor’s products and services.

9. ANONYMIZED USAGE AND PERFORMANCE STATISTICS

Use of data collected by the software is subject to the Alloy Software Privacy Statement which allows the collection of anonymized usage and performance statistics.

10. GOVERNING LAW

It is agreed that this Agreement will be interpreted and construed according to the laws of the State of New Jersey, in the United States of America. The parties hereby agree to the jurisdiction of the courts of the State of New Jersey for the purpose of any action or proceeding brought by either of them in connection with this Agreement.

11. GOVERNMENT USE

As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the Software and accompanying documentation provided by Licensor are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202, FAR section 12.212 and other sections, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Any technical data provided that is not covered by the above provisions shall be deemed “technical data-commercial items” pursuant to DFAR section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR section 227.7015(b).

12. TAXES

All license fees for the Software are exclusive of taxes, withholdings, duties, or levies (collectively “Taxes”). Customer shall be responsible for paying Taxes arising from the purchase of the license, importation, or use of the Software.

13. EXPORT

You acknowledge that the Software is subject to U.S. export jurisdiction. You are solely responsible for complying with all Applicable Laws that apply to the download, installation and use of the Software in your jurisdiction. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, the Software or any computer equipment or device containing the Software to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S. Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority, including all end-user, end-use and destination restrictions issued by U.S. and other governments. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. You understand that certain functionality of the Software, such as encryption or authentication, may be subject to use, import or export restrictions in the event that you transfer the Software from the country of delivery, and you are responsible for complying with any such applicable restrictions.

14. TERM AND TERMINATION

TERM. This Agreement takes effect upon your acceptance of the terms of this Agreement and remains effective until terminated by either party in accordance with this Agreement as applicable.

12.2 BREACH. Licensor may terminate this Agreement and the Licensee, without prejudice to any other remedy Licensor may have, immediately without further obligation to Licensee, in the event of any break by Licensee of Sections 1, 2, 3, 4, 9, or 11 of this Agreement which cannot be remedied within five (5) days of Licensor’s notice to Licensee of the breach and Licensor’s intent to terminate the License.

12.3 REMEDY. Licensee may terminate the License, without prejudice to any other remedy Licensee may have, in the event of any material breach of this Agreement which is not remedied within 5 days of Licensee’s notice to Licensor of the breach and Licensee’s intent to terminate the License. Termination shall not relieve Licensee’s obligation to pay all amounts which are due and payable or which Licensee has agreed to pay.

12.2 EFFECT OF TERMINATION. Immediately upon any termination, cancellation or expiration of this agreement or of any License granted hereunder for any reason: License shall (i) purge all Software from all computer systems, storage media and other files, (ii) return to Licensor all physical copies (including partial copies) of the Software and (iii) represent to Licensor in writing that it has complied with the foregoing obligations and has not provided total or partial copies of the Software to any third party. These remedies shall be cumulative and in addition to any other remedies available to Licensor, including without limitation, the right to obtain an injunction. The provisions of sections 4, 5, and 6, including any payment of fees obligations, shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement.

15. SEVERANCE

Should any portion of this Agreement (including those relating to our policies on privacy and security) be deemed invalid, the invalidity of such a provision will not affect the remaining provisions of the Agreement, which shall continue to exist in full force and effect.

16. WAIVER

Failure by Licensor to enforce strict adherence to any term or provision of this Agreement shall under no circumstance be interpreted as a waiver thereof.

17. NOTICE

Any notice under this Agreement or any other form of communication other than legal service of process shall be in writing and shall be delivered in person or by registered letter with acknowledgment or receipt to the address of Licensor. You agree to notify Licensor immediately upon any change of address.

18. ACKNOWLEDGEMENT

By installing, copying, or otherwise using the Software, you acknowledge that you have read this Agreement in full, fully understood its terms and agree to be bound thereby. This Agreement contains the complete and exclusive agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.