Gradience - End User License Agreement

SOFTWARE LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: This Software License Agreement ("SLA") is a legal agreement between you (either an individual or a single entity) and COMPLYRIGHT, INC. ("CR") for the CR software product that accompanies this SLA and may include, without limitation, associated media and printed materials ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you indicate that you have read and understood and agree to be bound by the terms of the SLA. If you do not agree to the terms of this SLA, do not install or use the SOFTWARE PRODUCT; you may, however, return it to CR for a full refund if within 30 days of purchase.

Software Product License
The SOFTWARE PRODUCT is licensed, not sold; CR retains full ownership to the SOFTWARE PRODUCT and any copyright, trade secret or other intellectual property rights. CR, upon your payment of the applicable fees, grants to you a personal, limited, non-transferable and non-exclusive license subject to the following conditions:

The SOFTWARE PRODUCT may not be distributed, rented, leased, sublicensed, or used on a service bureau, bulletin board, or at any time-sharing system. It may not be copied, altered, modified, translated, or used to create a derivative work. You may not reverse engineer, decompile or disassemble the SOFTWARE PRODUCT. You may use the SOFTWARE PRODUCT for your individual use or for use within your company, however you may not use the SOFTWARE PRODUCT to produce records to be sold or distributed outside of your company. Any person who received the SOFTWARE PRODUCT through any prohibited method or any method other than purchasing a license is not authorized to use the SOFTWARE PRODUCT.

You hereby acknowledge the SOFTWARE PRODUCT is subject to U.S. export jurisdiction and you agree to comply with all international and national laws applying to the SOFTWARE PRODUCT as well as U.S. Export Administration Regulations. You agree to keep the SOFTWARE PRODUCT fully updated and use the most current version of the SOFTWARE PRODUCT.

Purchasers who have paid for a license may currently run and use the SOFTWARE PRODUCT only for the number of licenses purchased. If you wish to add additional users then you are required to purchase additional licenses. Licenses for the SOFTWARE PRODUCT may not be shared. The database allows only the number of users licensed access to the common database at one location (business site). A wide-area network (WAN) license is required for each additional business site (location) as well as a single Enterprise License for the organization as a whole.

Termination.
CR reserves the right to terminate this SLA and your license at any point upon failure to comply with any provision of this SLA, violation of any term of this SLA, or upon your destruction of all copies of the SOFTWARE PRODUCT. In any of the foregoing circumstances, you must remove the SOFTWARE PRODUCT from your computer’s hard drive, application server or other mass data storage devices and cease use of the product.

Limited Warranty.
CR offers a limited warranty that the SOFTWARE PRODUCT will operate in accordance with its published specifications for a period of ninety (90) days following the date of purchase. CR does not warrant that the SOFTWARE PRODUCT will meet your business needs or that the SOFTWARE PRODUCT will be uninterrupted, secure, or error-free. This disclaimer is effective to the maximum amount allowed under any applicable law. In the event the SOFTWARE PRODUCT fails to operate in accordance with the published specifications during that period, you may return it to CR. CR will, at its option, repair or replace the defective program or refund the purchase price if it is within 30 days from the date of purchase. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY. This limited warranty is void if the SOFTWARE PRODUCT failed to operate as a result of a virus, abnormal use, misapplication or abuse.

CR assumes no responsibility for the purchaser’s use of this software or any decision the purchaser makes in violation of federal, state or local law. By selling this product, CR is not providing legal advice. The purchaser is urged to consult with legal counsel to address specific issues specific to the purchaser’s business, including application of state or local law.

CR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE USE AND INSTALLATION OF THE SOFTWARE PRODUCT, DEFECTS IN PRODUCT MEDIA AND THE PROGRAM, SECURITY OF THE SOFTWARE PRODUCT, DATA LOSS, AS WELL AS THE SOFTWARE PRODUCT’S INTERACTION AND COMPATIBILITY WITH OTHER PROGRAMS, SYSTEMS, AND HARDWARE.

Limitation of liability; FAILURE TO UPDATE..
IN NO EVENT SHALL CR BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES EVEN IF CR HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. VENDOR’S TOTAL LIABILITY HEREUNDER AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO PURCHASERS/LICENSEES UNDER THIS AGREEMENT IS LIMITED TO ONE OF THE FOLLOWING: (I) REPLACEMENT OF THE SOFTWARE PRODUCT; OR (II) FEES PAID BY YOU TO CR IN THE PREVIOUS TWELVE (12) MONTHS FOR THE SOFTWARE PRODUCT. FAILURE TO COMPLY WITH THE TERMS OF THIS SOFTWARE LICENSING AGREEMENT IS STRICTLY PROHIBITED AND MAY VIOLATE COPYRIGHT LAW. CR IS NOT RESPONSIBLE FOR DAMAGES OF ANY KIND CAUSED YOUR FAILURE TO KEEP THE SOFTWARE PRODUCT UPDATED OR FOR FAILURE TO USE THE MOST CURRENT VERSION OF THE SOFTWARE PRODUCT.


Feedback.
CR may provide you with a mechanism in which to provide suggestions or ideas (“Feedback”) about its software and various services. You agree that CR may, in its sole discretion, use this Feedback in any way, including modification to the SOFTWARE PRODUCT. You hereby grant CR a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, display, distribute, any information you may provide in the Feedback to CR.


CONFIDENTIALITY STATEMENT; NO LIABILITY FOR LOSS OF DATA

In the event that technical problems arise in which your database must be sent to CR, this Confidentiality Statement serves to attest to the fact that ComplyRight, Inc. (CR) will maintain the confidentiality of your respective database and all information contained therein. CR recognizes the importance of security to its customers and is discreet in the handling of your private data.

CR will only use the database provided to us for the purpose of providing technical support in an effort to rectify any technical issues you may encounter. During troubleshooting CR may find that your database is corrupted beyond the capability of our team to repair. CR makes no promises or assurances regarding successful removal of any suspected corruption.

Troubleshooting of the database may be in the form of, without limitation, viewing the database via secure remote access (computer to computer) over an Internet connection, or receiving the database through electronic means such as e-mail attachment, FTP access or via mail delivery service.

In the event that CR is successful in repairing your database, the repaired database will be returned as soon as possible using one of the means identified above. CR will maintain a copy until you acknowledge receipt of the repaired database at which time CR’s copy will be promptly destroyed. If CR is unable to repair the database, determines that the database is free of corruption, or is no longer needed, CR will notify you immediately and destroy our copy. CR will not retain any copies of your proprietary information.

CR will not be responsible FOR backING up YOUR data or your DATABASE, Materials or Content. YOU are solely responsible for retaining backup copies of all data, DATABASES, information or items stored with OR SUBMITTED TO CR as part of use of the SOFTWARE PRODUCT. CR WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES RELATED TO DATA LOSS or loss or destruction of your database.

MISCELLANEOUS.
This SLA shall be deemed to have been negotiated, made and entered into in the State of Minnesota and any and all performance hereunder, or breach thereof, shall be interpreted, governed and construed pursuant to the laws of the State of Minnesota without reference to its choice of law provisions. The Parties hereto hereby acknowledge and consent to personal jurisdiction and venue exclusively in Nicollet County, Minnesota (in a federal or state court of competent jurisdiction) with respect to any action or proceeding brought in connection with this SLA. In any action between the Parties to enforce any of the terms of this SLA, the prevailing Party shall be entitled to recover expenses, including reasonable attorneys' fees and the parties expressly waive any right they may have to a jury trial and agree that any such litigation shall be tried by a judge without a jury. This SLA shall be binding upon the Parties, their representatives, successors, administrators and assigns. This SLA and the Services, rights and obligations herein may not be assigned or delegated in whole or part by either of the Parties to any third party without the prior written consent of both of the Parties. The Parties agree that Vendor is an independent contractor and not an employee, agent or representative of you and this SLA does not constitute a partnership, joint venture, agency, employee/employer, or any other similar relationship between the parties. This SLA constitutes and contains the entire agreement between the Parties with respect to the subject matter herein, supersedes all prior written or oral understandings and agreements relating thereto, and may not be changed, modified, amended or supplemented, except on written consent of both Parties. This SLA may be executed in counterparts, each of which shall be deemed an original, and which collectively will be deemed one document. If any provision of this SLA is held to be invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect. All terms and conditions of this SLA that would, by their nature, survive the expiration or termination of this SLA, shall so survive.

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