Agreement

This License Agreement (the “Agreement”) is a legal agreement between You (either an individual or single entity, including, but not limited to a Corporation, ApS, Partnership, Sole Proprietorship) (“Licensee”) and Intelestream Inc., 27 North Wacker Drive, Suite 370, Chicago, Illinois 60606, USA (“Licensor”).

By clicking “Accept Agreement” when you first install the Software, you agree to be bound by the terms and conditions of this License Agreement. You further agree that your employees or any person you authorize to use the Software will also be bound by the terms and conditions of this License Agreement. If you do not agree to this License Agreement, you must click “Reject Agreement” during the installation process and do not install or use the Software for any purpose whatsoever.

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property and trade-secret laws and treaties. The Software is being licensed, not sold.

GRANT OF LICENSE.

This License Agreement grants Licensee the following non-exclusive rights:

In consideration of payment of the License fee, Licensor grants to you, the Licensee, a non-exclusive right to use and display this copy of the Software program in object code form only (hereinafter called the Software) as per the usage limitations specified by the invoice at a single location. Licensor reserves all rights not expressly granted to Licensee.

As the Licensee, you own the magnetic or other physical media, on which the Software is originally or subsequently recorded or fixed, but Licensor retains title and ownership of the Software recorded on the original disk copy or copies, and all subsequent copies of the Software, regardless of the form or media in or on which the original or other copies may exist. THIS LICENSE IS NOT A SALE OF THE ORIGINAL SOFTWARE OR ANY COPY OR COPIES OF IT.

Certain Software licensed by Licensor to Licensee requires that Licensee must have a valid software license of the third party application Sugar by SugarCRM for each user according to SugarCRM’s terms and conditions.

This Software and the accompanying written materials are copyrighted. Unauthorized copying of the Software, including Software that has been modified, merged, or included with other Software, or of the written materials, is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this license. Subject to these restrictions, and if the Software is not copy-protected, you may make one (1)
copy of the Software, solely for backup purposes. You must reproduce and include the copyright notice on the backup copy. The Software is licensed as a single product. Its component parts may not be separated for use on more than one SugarCRM instance.

As the Licensee, you may physically transfer the Software from one SugarCRM instance to another, provided that the Software is used on only one SugarCRM instance at a time. You may not electronically transfer the Software from one SugarCRM instance to another over an internal or external network of any kind. You may not distribute copies of the Software or accompanying written materials to others or modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the written materials accompanying the Software without the prior written consent of Licensor.

Licensee may not use the Software for the benefit of a third party, not rent, timeshare or use the Software in service bureau processing. Licensee may not transfer, export, install or use the Software without the prior written permission of Licensor.

Taxes. Payments made by you under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Intelestream Inc., you must pay to Intelestream Inc. the amount of such taxes or duties in addition to any fees owed. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Intelestream Inc. any such exemption information, and Intelestream Inc. will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

Without prejudice to any other rights, Licensor may terminate this License Agreement if Licensee fails to comply with the terms and conditions of this License Agreement. In such event, Licensee must destroy all copies of the Software and all of its component parts.

TERMINATION.

Following termination of this Agreement for any reason, the Licensee shall pay Licensor all amounts due to Licensor within 15 days. Any amounts due to Licensor which are not paid within this period shall accrue the highest applicable rates allowed by law up to 2% per month. LICENSEE SHALL BE SOLELY RESPONSIBLE TO REIMBURSE TO LICENSOR ALL FEES, INCLUDING, BUT NOT LIMITED TO, COLLECTION AGENCY, LICENSOR TIME AND EXPENSE, AND REASONABLE ATTORNEY FEES AND EXPENSES INCURRED BY LICENSOR IN THE COLLECTION OF ANY AMOUNTS NOT PAID TO LICENSOR UNDER THIS AGREEMENT.

Licensee shall immediately discontinue all use of the Software and shall remove Software and any derivative works and/or computer code from Licensee’s computer systems. All copies of Software must be destroyed, or returned to Licensor immediately at Licensee’s sole expense.

All of Licensor’s Proprietary Rights and the Licensee’s obligations regarding these Rights as detailed in this Agreement shall survive the termination of this Agreement.

LIMITED WARRANTY AND LIMITATION OF LIABILITY.

Limited Warranty.
Licensor warrants that the Software, when used in accordance with the procedures specified in the appropriate documentation (the “Documentation”), shall perform as specified therein.

Limited Warranty Term.
This limited warranty as described in this Paragraph, shall be valid for any period during which Licensee has purchased and is a currently covered under maintenance services from Licensor for the Software pursuant to terms and restrictions stated in Licensor’s maintenance Agreement. This warranty shall apply only to the then- current release of the Software for use on computer systems then recommended by Licensor.

Modifications Not Warranted.
The limited warranty described in this Paragraph shall be limited in such a way that Licensor shall not be liable for any malfunction or error resulting from a modification made by any person or organization other than Licensor with or without the prior written explicit approval of Licensor. Should Licensee employ and/or contract with any person and/or any business entity including but not limited to a third party individual, corporation, ApS, partnership, joint venture, sole proprietorships, not-for- profit organizations and/or former or current employees of Licensor, to work on and/or perform any services on, or with the Licensed Software, Licensor can elect at its sole option to terminate this license Agreement.

Limited Warranty Remedy.
For a claim of breach of this limited warranty by the Licensee, Licensee’s sole and exclusive remedy, and Licensor’s sole and exclusive liability, will be for Licensor, at Licensor’s option, to either: (i) provide services to correct any inconsistencies between the Software and the Documentation which cause the Software to fail to conform to the limited warranty set forth in this Paragraph, which shall include Licensor’s right to add, modify, or delete portions of the Software and/or the Documentation; or (ii) terminate the license, including all rights granted hereunder and refund the license fees, which shall be amortized over a five (5) year period from date of purchase.

Disclaimer of Warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SOFTWARE, DOCUMENTATION AND ANY SERVICES PROVIDED BY LICENSOR ARE PROVIDED “AS IS”. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EVEN IF LICENSOR OR ANY OF ITS PARENTS, AFFILIATES OR SUBSIDIARIES HAVE BEEN MADE AWARE OF SUCH PURPOSE, AND THE WARRANTY AGAINST INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

Limitation Of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS PARENTS, AFFILIATES AND SUBSIDIARIES OR THEIR DISTRIBUTORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF LICENSOR AND ITS PARENTS, AFFILIATES AND SUBSIDIARIES UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE LICENSE FEES ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

Miscellaneous.
This License Agreement is the entire Agreement between Licensee and Licensor and supersedes any other communications, advertisements or understandings, whether oral or written, with respect to the Software. This License Agreement is not assignable by Licensee in whole or in part without the prior written permission of Licensor; Licensor may assign this License Agreement or any obligation thereof.
This License Agreement may be amended only in writing, signed by both parties. The construction, interpretation and enforcement of this License Agreement, as well as any and all tort claims arising from this License Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this License Agreement, shall be governed by and construed in accordance with the laws of United States of America, applicable to contracts made entirely within United States of America, without regard to the conflict of laws provisions thereto.
The sole jurisdiction and venue for any litigation arising out of this License Agreement shall be an appropriate court located in Chicage, United States of America. All remedies available to either party for breach of this License Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
The failure of either party at any time to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
If any provision or portion thereof of this License Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the License Agreement shall be construed in all respects as if the invalid or unenforceable provision or portion thereof had been omitted and all other terms and conditions are fully enforceable, and in such case this License Agreement may be modified, amended, and limited, reflecting the intentions of the parties, if and only if such changes are necessary to render the License Agreement valid and enforceable.
The headings or titles of the Paragraphs or Subparagraphs of this License Agreement are for convenience only and shall not be used as an aid in construction of any provision hereof.
If Licensee breaches this License Agreement, Licensor shall be entitled, in addition to any other rights available at law or in equity, to immediate injunctive relief without any requirement to post a bond or other security. Licensee acknowledges and agrees that Licensee had a full and ample opportunity to consult legal counsel regarding this License Agreement, has freely and voluntarily entered into this License Agreement, has read, understood, agreed with and acknowledged each and every provision, including, but not limited to, Licensee’s rights, obligations, and applicable terms and conditions as set forth herein.
The Software and documentation are provided with RESTRICTED RIGHTS.

Manufacturer is Intelestream Inc., 27 North Wacker Drive, Suite 370, Chicago, Illinois 60606, USA