Licensed Application End User License Agreement

Last updated: January 30, 2024

Software applications developed by Proof+Geist, LLC ("Proof+Geist"), made available through Proof+Geist websites, via our cloud platform (Ottomatic), or through various partner websites and digital marketplaces, are licensed, not sold, to you. Your license to each Proof+Geist software product is contingent upon your prior acceptance of either this End-User License Agreement ("Standard EULA"), or a custom End-User License Agreement ("Custom EULA") specifically provided to you by Proof+Geist, LLC or its subsidiaries (collectively referred to as "Licensor"), if such an agreement is made available. Your license to any Licensor software under this EULA or any custom end user license agreement is granted by Proof+Geist, LLC, and your license to any third-party software or third-party software components included with Licensor software is granted by the third-party licensors identified in the applicable software documentation.

Scope of License

Licensor grants you a revocable, non-exclusive, non transferable, limited license to download, install and use the software applications developed by Proof+Geist ("Licensed Application") strictly in accordance with the terms of this Agreement. The terms of this Agreement will govern any software upgrades provided by Licensor that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a Custom EULA.

Restrictions

You agree not to, and you will not permit others to:

• license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Licensed Application or make the Licensed Application available to any third party.
• modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Licensed Application.
• remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Licensor or its affiliates, partners, suppliers or the licensors of the Licensed Application.

Your obligations with respect to the above restrictions in this Agreement shall survive the termination, expiration, or cancellation of this Agreement, for any reason whatsoever.

Consent to Use of Data

You agree that Licensor may collect, use, and retain technical data and related information---including but not limited to technical information about your device, system and licensed application software, and peripherals---that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. For specific details of what data is collected or how they are used, or retained, please consult the privacy data sheets available for each specific solution or product.

Intellectual Property

The Licensed Application, including without limitation all copyrights, patents, trademarks, trade secrets, and other intellectual property rights are, and shall remain, the sole and exclusive property of Licensor except where otherwise noted in the included Copyrights and Licenses file.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to Licensor with respect to the Licensed Application shall remain the sole and exclusive property of Licensor.

Licensor shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Modifications to Licensed Application

Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, the Licensed Application or any service to which it connects, with or without notice and without liability to you.

Updates to Licensed Application

Licensor may from time to time provide enhancements or improvements to the features/functionality of the Licensed Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Licensed Application. You agree that Licensor has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Licensed Application to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Licensed Application, and (ii) subject to the terms and conditions of this Agreement.

Third-Party Services

The Licensed Application may display, include or make available third-party content (including data, information, licensed applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

You acknowledge and agree that Licensor shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Licensor does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination

This Agreement shall remain in effect until terminated by you or Licensor.

Licensor may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Licensor, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Licensed Application and all copies thereof from your mobile device or from any device or system with the Licensed Application.

Upon termination of this Agreement, you shall cease all use of the Licensed Application and delete all copies of the Licensed Application from your mobile device or from any device or system with the Licensed Application.

Termination of this Agreement will not limit any of Licensor's rights or remedies at law, in equity, or under any other theory, in case of breach by you of any of your obligations under the Agreement. This includes but is not limited to your breach of any of your responsibilities under this Agreement that may survive the termination, expiration, or cancellation of this Agreement, for which you acknowledge and agree that Licensor may bring a claim against you, at law, in equity, or under any other theory, following such termination, expiration, or cancellation.

Indemnification

You agree to indemnify and hold Licensor and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees and costs, due to or arising out of your: (a) use of the Licensed Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Licensed Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. 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 Licensed Application, 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, Licensor provides no warranty or undertaking, and makes no representation of any kind that the Licensed Application will meet your requirements, achieve any intended results, be compatible or work with any other software, licensed 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.

Without limiting the foregoing, neither Licensor nor any Licensor's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Licensed Application, or the information, content, and materials or products included thereon; (ii) that the Licensed Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Licensed Application; or (iv) that the Licensed Application, its servers, the content, or e-mails sent from or on behalf of Licensor are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of Licensor and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Licensed Application.

To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Licensed Application, third-party software and/or third-party hardware used with the Licensed Application, or otherwise in connection with any provision of this Agreement), even if Licensor or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

For U.S. Government End Users

The Licensed Application and related documentation are "Commercial Items", as that term is defined under 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Export Compliance

You may not export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained.

In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List.

By installing or using any component of the Licensed Application, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

Amendments to this Agreement

Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Licensed Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Licensed Application.

Governing Law and Venue

The laws of the State of Florida, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws. Venue for any disputes under this Agreement shall be mediated or litigated solely in the federal and state courts located in Duval County, Florida, and you acknowledge and agree to selection of such venue and jurisdiction thereof to hear any such disputes.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.

Entire Agreement

The Agreement constitutes the entire agreement between you and Licensor regarding your use of the Licensed Application and supersedes all prior and contemporaneous written or oral agreements between you and Licensor.

You may be subject to additional terms and conditions that apply when you use or purchase other Licensor's services, or the services or products of Licensor's affiliates, which Licensor will provide to you at the time of such use or purchase.