Interworx End User License Agreement (EULA)

This End User License Agreement, including the
Order Form which by this reference is incorporated
herein (this “Agreement”), is a binding agreement
between InterWorx, LLC (”Licensor”) and the person
or entity identified on the Order Form as the
licensee of the Software (”Licensee”).

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON
THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES
WITH THEM. BY DOWNLOADING, INSTALLING, OBTAINING A
LICENSE KEY, OR OTHERWISE ACCESSING OR USING THE
SOFTWARE AND DOCUMENTATION, LICENSEE ACKNOWLEDGES
THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS
THE AGREEMENT, AND THAT LICENSEE ACCEPTS AND AGREES
TO BE BOUND BY ITS TERMS. IF LICENSEE DOES NOT AGREE
TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND
DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU
MUST NOT USE THE SOFTWARE OR DOCUMENTATION.

1. Definitions.

For purposes of this Agreement, the following terms
have the following meanings:
   - ”Documentation” means user manuals, technical
     manuals, and any other materials provided by
     Licensor, in printed, electronic, or other form,
     that describe the installation, operation, use,
     or technical specifications of the Software.
   - ”Intellectual Property Rights” means any and all
     registered and unregistered rights granted,
     applied for, or otherwise now or hereafter in
     existence under or related to any patent,
     copyright, trademark, trade secret, database
     protection, or other intellectual property
     rights laws, and all similar or equivalent rights
     or forms of protection, in any part of the world.
   - ”Licensee” has the meaning set forth in the preamble.
   - ”License Fees” means the license fees, including all
     taxes thereon and set forth in the Order Form,
     required to be paid by Licensee for the license
     granted under this Agreement.
   - ”Licensor” has the meaning set forth in the preamble.
   - ”Order Form” means the order form filled out and
     submitted by or on behalf of Licensee, and accepted
     by Licensor, for Licensee’s purchase of the license
     for the Software granted under this Agreement.
   - ”Person” means an individual, corporation, partnership,
     joint venture, limited liability company, governmental
     authority, unincorporated organization, trust,
     association, or other entity.
   - ”Software” means the software programs for which
     Licensee is purchasing a license, as expressly set
     forth in the Order Form.
   - ”Term” has the meaning set forth in Section 11.
   - ”Third Party” means any Person other than Licensee or
     Licensor.

2. License Grant and Scope.

Subject to and conditioned upon Licensee’s payment of the
License Fees and Licensee’s strict compliance with all terms
and conditions set forth in this Agreement, Licensor hereby
grants to Licensee a nonexclusive, non-transferable, limited
license during the Term to use the Software and
Documentation, solely as set forth in this Section 2 and
subject to all conditions and limitations set forth in
Section 4 or elsewhere in this Agreement. This license grants
Licensee the right to download and install in accordance with
the Documentation one (1) copy of the Software on a single
virtual device owned, leased, or otherwise controlled by
Licensee, at a single time. If Licensee has multiple license
keys for the Software, Licensee may install and use the
Software only in accordance with the number of license keys
Licensee has obtained.

3. Third-Party Materials.

The Software may include software, content, data, or other
materials, including related documentation, that are owned
by Persons other than Licensor and that are provided to
Licensee on licensee terms that are in addition to and/or
different from those contained in this Agreement
(”Third-Party Licenses”). Licensee is bound by and shall
comply with all Third-Party Licenses. Any breach by
Licensee of any Third-Party License is also a breach of
this Agreement.

4. Use Restrictions.

Licensee shall not directly or indirectly:
   - (a) use (including make any copies of) the Software
     or Documentation beyond the scope of the license
     granted under Section 2;
   - (b) unless expressly authorized by Licensor, modify,
     translate, adapt, or otherwise create derivative
     works or improvements, whether or not patentable, of
     the Software or Documentation or any part thereof;
   - (c) combine the Software or any part thereof with,
     or incorporate the Software or any part thereof in,
     any other programs;
   - (d) reverse engineer, disassemble, decompile, decode,
     or otherwise attempt to derive or gain access to the
     source code of the Software or any part thereof;
   - (e) remove, delete, alter, or obscure any trademarks
     or any copyright, trademark, patent, or other
     intellectual property or proprietary rights notices
     provided on or with the Software or Documentation,
     including any copy thereof;
   - (f) copy the Software or Documentation, in whole or
     in part;
   - (g) use the Software or Documentation in, or in
     association with, the design, construction,
     maintenance, or operation of any hazardous
     environments or systems;
   - (h) use the Software or Documentation in violation
     of any law, regulation, or rule; or
   - (i) use the Software or Documentation for purposes
     of competitive analysis of the Software, the
     development of a competing software product or service,
     or any other purpose that is to the Licensor’s
     commercial disadvantage.

5. Responsibility for Use of Software; Indemnification.

Licensee is responsible and liable for all uses of the
Software and Documentation through access thereto
provided by Licensee, directly or indirectly.
Specifically, and without limiting the generality of
the foregoing, Licensee is responsible and liable for
all actions and failures to take required actions with
respect to the Software and Documentation by any other
Person to whom Licensee may provide access to or use
of the Software and/or Documentation, whether such
access or use is permitted by or in violation of
this Agreement. Further, Licensee shall indemnify and
hold harmless Licensor, its officers, directors, agents,
and employees from and against any and all demands,
causes of action, losses, damages, fines, penalties,
and claims, and all related costs and expenses
(including reasonable attorneys’ fees) (collectively
referred to as “Losses”) arising out of the use of the
Software in a manner inconsistent with the terms of
this Agreement.

6. Audit and Compliance Measures.

During the Term and for three (3) years after the
termination or expiration of this Agreement,
Licensor may, upon written notice, audit Licensee’s
use of the Software to ensure Licensee’s compliance
with this Agreement. The Licensee shall fully
cooperate with Licensor’s personnel conducting such
audits and provide all access requested by the
Licensor to systems, equipment, and information,
including machine IDs, serial numbers, and related
information. If the audit determines that the
Licensee’s use of the Software exceeds or exceeded
the use permitted by this Agreement then, in addition
to any other rights and remedies Licensor may have,
Licensee shall promptly pay to Licensor any
underpayments in addition to the cost of the audit.

7. Maintenance and Support.

Licensee acknowledges that Licensor has no obligation
to provide maintenance and support services, however,
Licensor may provide patches, updates, upgrades,
enhancements, modifications, or additions to the
Software only if made publicly available by Licensor
and if Licensee is not in breach of this Agreement.
In addition, Licensor may provide such maintenance and
support services separately as set forth in Licensee’s
Order Form and subject to the terms of this Agreement.
Licensee acknowledges that Maintenance and support
services do not include any new version or new release
of the Software that Licensor may issue as a separate
or new product, and Licensor may determine whether any
issuance qualifies as a new version, new release, or
update in its sole discretion.

8. Collection and Use of Information.

   - (a) Licensee acknowledges that Licensor may,
     directly or indirectly through the services
     of Third Parties, and in accordance with
     Licensor’s Privacy Policy found at
     https://www.interworx.com/company/privacy-policy/,
     collect and store information regarding use of
     the Software and about equipment on which the
     Software is installed or through which it
     otherwise is accessed and used, through:
     - i. the provision of maintenance and support
       services; and
     - ii. audit and compliance measures as described
       in Section 6.
   - (b) Licensee agrees that the Licensor may use such
     information for any purpose related to any use of
     the Software by Licensee or on Licensee’s equipment,
     including but not limited to:
     - i. improving the performance of the Software or
       developing updates, upgrades, enhancements,
       modifications, or additions to the Software; and
     - ii. verifying Licensee’s compliance with the terms
       of this Agreement and enforcing the Licensor’s
       rights, including all Intellectual Property Rights
       in and to the Software.

9. Intellectual Property Rights.

Licensee acknowledges and agrees that the Software and
Documentation are provided under license, and not sold,
to Licensee. Licensee does not acquire any ownership
interest in the Software or Documentation under this
Agreement, or any other rights thereto, other than to
use the same in accordance with the license granted
and subject to all terms, conditions, and restrictions
under this Agreement. Licensor reserves and shall
retain its entire right, title, and interest in and to
the Software and all Intellectual Property Rights
arising out of or relating to the Software, except
as expressly granted to the Licensee in this Agreement.
Licensee shall safeguard all Software (including all
copies thereof) from infringement, misappropriation,
theft, misuse, or unauthorized access. Licensee shall
promptly notify Licensor if Licensee becomes aware of
any infringement of the Licensor’s Intellectual Property
Rights in the Software and fully cooperate with Licensor
in any legal action taken by Licensor to enforce its
Intellectual Property Rights.

10. Payment.

All License Fees and maintenance and support fees are
payable in advance in the manner set forth in the Order
Form and are non-refundable. In addition, should
Licensee’s use of the Software incur additional taxes
or duties, whether national, local or otherwise and not
otherwise reflected in the Order Form, Licensee shall
reimburse Licensor for the amount of any such taxes
or duties paid by Licensor and Licensee agrees that
Licensor may charge any such reimbursable taxes to
the payment instrument used by Licensee for payment
under this Agreement Any renewal of the license or
maintenance and support services hereunder shall not be
effective until the fees for such renewal have been
paid in full. Unless otherwise provided in the Order
Form, License sales are final and payment for License
Fees is not refundable.

11. Term and Termination.

This Agreement and the license granted hereunder shall
remain in effect for the Term set forth on the Order
Form. Licensor may terminate this Agreement, effective
upon written notice to Licensee, if Licensee breaches
this Agreement, or if Licensee ceases conducting
business in the normal course, admits its insolvency,
makes an assignment for the benefit of creditors, or
becomes the subject of any judicial or administrative
proceedings in bankruptcy, receivership or
reorganization. Upon expiration or earlier termination
of this Agreement, the license granted hereunder shall
also terminate, and Licensee shall cease using and
destroy all copies of the Software and Documentation.
No expiration or termination shall affect Licensee’s
obligation to pay all Licensee Fees and maintenance
and support fees, if applicable, that may have become
due before such expiration or termination, or entitle
Licensee to any refund.

12. Limited Warranty, Exclusive Remedy, and Disclaimer.

    - (a) Licensor warrants that, for a period of
      ninety (90) days following the purchase date
      set forth on the Order Form, the Software will,
      when installed properly and in accordance with
      the terms of this Agreement, perform
      substantially in accordance with the
      Documentation. Licensor’s sole liability and
      Licensee’s sole and exclusive remedy for
      failure of this limited warranty is repair or
      replacement (with the warranty continuing to
      run from the initial date on the Order Form)
      of the Software or a refund of the License Fees.
      THE FOREGOING WARRANTY DOES NOT APPLY, AND
      LICENSOR STRICTLY DISCLAIMS ALL WARRANTIES, TO
      ANY THIRD-PARTY MATERIALS.
    - (b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN
      SECTION 12(a), THE SOFTWARE AND DOCUMENTATION
      ARE PROVIDED TO LICENSEE “AS IS” AND, TO THE
      MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
      LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS
      AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS
      AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL
      WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY,
      OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND
      DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES
      OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE, TITLE, AND NON-INFRINGEMENT, AND
      WARRANTIES THAT MAY ARISE OUT OF COURSE OF
      DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE
      PRACTICE. WITHOUT LIMITATION TO THE FOREGOING,
      THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING,
      AND MAKES NO REPRESENTATION OF ANY KIND THAT THE
      LICENSED SOFTWARE WILL MEET THE LICENSEE’S
      REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE
      COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE,
      APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE
      WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR
      RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT
      ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

13. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE  LAW:
    - (a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES,
      OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR
      SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY
      THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY,
      OR INABILITY TO USE THE SOFTWARE; LOST REVENUES
      OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF
      SERVICES, BUSINESS, OR GOODWILL; LOSS OR
      CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM
      OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR
      SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ,
      OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR
      PROVIDE CORRECT INFORMATION; SYSTEM
      INCOMPATIBILITY OR PROVISION OF INCORRECT
      COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM
      SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
      INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES,
      WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS
      AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING
      NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER
      SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT
      THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF
      SUCH DAMAGES.
    - (b) IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’,
      INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’
      AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE
      LIABILITY UNDER OR IN CONNECTION WITH THIS
      AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR
      EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,
      TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND
      OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE
      LICENSOR PURSUANT TO THIS AGREEMENT FOR UP TO SIX (6)
      MONTHS OF THE SPECIFIC SERVICES THAT IS THE SUBJECT
      OF THE CLAIM.
    - (c) THE LIMITATIONS SET FORTH IN SECTION 13(a) AND
      SECTION 13(b) SHALL APPLY EVEN IF THE LICENSEE’S
      REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR
      ESSENTIAL PURPOSE.

14. Export Regulation.

The Software and Documentation may be subject to US export
control laws, including the Export Control Reform Act and
its associated regulations. The Licensee shall not,
directly or indirectly, export, re-export, or release the
Software or Documentation to, or make the Software or
Documentation accessible from, any jurisdiction or country
to which export, re-export, or release is prohibited by
law, rule, or regulation. The Licensee shall comply with
all applicable federal laws, regulations, and rules, and
complete all required undertakings (including obtaining
any necessary export license or other governmental
approval), prior to exporting, re-exporting, releasing,
or otherwise making the Software or Documentation available
outside the US.

15. US Government Rights.

The Software is commercial computer software, as such term
is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee
is the US Government or any contractor therefor, Licensee
shall receive only those rights with respect to the Software
and Documentation as are granted to all other end users
under license, in accordance with (a) 48 C.F.R. §227.7201
through 48 C.F.R. §227.7204, with respect to the Department
of Defense and their contractors, or (b) 48 C.F.R. §12.212,
with respect to all other US Government licensees and their
contractors.

16. Miscellaneous.

    - (a) This Agreement shall be governed by and
      interpreted according to the laws of the State
      of Michigan (without regard to its conflict of
      law principles), and each party hereby consents
      to the exclusive jurisdiction of the state or
      federal courts in the State of Michigan to
      adjudicate any dispute arising under or in
      connection with this Agreement. Any such
      dispute shall be brought before the courts with
      jurisdiction over Oakland County, Michigan.
      Licensor and Licensee hereby waive any objection
      based on inconvenient forum.
    - (b) Licensor will not be responsible or liable
      to Licensee, or deemed in default or breach
      hereunder by reason of any failure or delay in
      the performance of its obligations hereunder
      where such failure or delay is due to strikes,
      labor disputes, civil disturbances, riot,
      rebellion, invasion, epidemic, hostilities, war,
      terrorist attack, embargo, natural disaster,
      acts of God, flood, fire, sabotage, fluctuations
      or non-availability of electrical power, heat,
      light, air conditioning, or Licensee equipment,
      loss and destruction of property, or any other
      circumstances or causes beyond Licensor’s
      reasonable control.
    - (c) All notices, claims, and other communications
      hereunder shall be in writing and shall be deemed
      to have been given: (i) when delivered by hand
      (with written confirmation of receipt); (ii) when
      received by the addressee if sent by a nationally
      recognized overnight courier (receipt requested);
      (iii) on the date sent by facsimile, or email
      (with confirmation of transmission) if sent
      during normal business hours of the recipient,
      and on the next business day if sent after normal
      business hours of the recipient; or (iv) on the
      third day after the date mailed, by certified or
      registered mail, return receipt requested, postage
      prepaid. Such communications must be sent to the
      respective parties at the addresses set forth on
      the Order Form (or to such other address as may be
      designated by a party from time to time in
      accordance with this Section 16(c)).
    - (d) This Agreement, together with the Order Form,
      and all other documents attached hereto or that
      are incorporated by reference herein, constitutes
      the sole and entire agreement between Licensee and
      Licensor with respect to the subject matter
      contained herein, and supersedes all prior and
      contemporaneous understandings, agreements,
      representations, and warranties, both written
      and oral, with respect to such subject matter.
    - (e) Licensee shall not assign or otherwise
      transfer any of its rights, or delegate or
      otherwise transfer any of its obligations or
      performance, under this Agreement without
      Licensor’s prior written consent. No
      delegation or other transfer will relieve
      Licensee of any of its obligations or performance
      under this Agreement. This Agreement is binding
      upon and inures to the benefit of the parties
      hereto and their respective permitted successors
      and assigns.
    - (f) This Agreement is for the sole benefit of the
      parties hereto and their respective successors
      and permitted assigns and nothing herein, express
      or implied, is intended to or shall confer on any
      other Person any legal or equitable right,
      benefit, or remedy of any nature whatsoever under
      or by reason of this Agreement.
    - (g) Licensor may update, modify, or amend this
      Agreement at any time and such update shall be
      reflected on Licensor’s website. Licensee’s
      continued use of the Software following any change
      to the Agreement constitutes acceptance of the
      Agreement.
    - (h) If any term or provision of this Agreement is
      invalid, illegal, or unenforceable in any
      jurisdiction, such invalidity, illegality, or
      unenforceability shall not affect any other term
      or provision of this Agreement or invalidate or
      render unenforceable such term or provision in any
      other jurisdiction.
