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HOLLISTER-POWELL & ASSOCIATES END-USER LICENSE AGREEMENT

Important – Read Carefully. Notice to User:
This End User License Agreement (“Saas - Software As A Service License Agreement”) is a legal document between you and Hollister-Powell & Associates, LLC. It is important that you read this document before using the Hollister-Powell & Associates provided Saas - Software As A Service (“Software”) and any accompanying documentation, including without limitation printed materials, “ online’, or electronic documentation (“Documentation”). By clicking the “I Accept” and “Next” buttons below, by installing, and/or otherwise using the Saas - Software As A Service, you agree to be bound by the terms of this Saas - Software As A Service License Agreement, including without limitation any warranty disclaimers, limitation of liability, data use and termination provisions set forth, whether or not you decide to purchase the Saas - Software As A Service. You agree that this agreement is enforceable like any written agreement negotiated and signed by you.

If you do not agree, you are not licensed to use the Saas - Software As A Service, and you must destroy any copies of the Saas - Software As A Service in your possession or control.

SAAS - SOFTWARE AS A SERVICE LICENSE:
a.
License Grant: Upon your acceptance of this Saas - Software As A Service License Agreement, Hollister-Powell & Associates grants you a non-exclusive, non-transferable, limited license to install on your compatible computer (for applications that require installation) and/or use Saas - Software As A Service, up to the Permitted Number of Users.
b.
Concurrent Use: If you have purchased a “Concurrent-User” version of the Saas - Software As A Service, you may install the Saas - Software As A Service (for applications that require installation) on any compatible computers, up to ten (10) times the Permitted Number of users, provided that only the Permitted Number of users actually use the Saas - Software As A Service at the same time. The Permitted Number of concurrent users shall be delineated at such time as you elect to purchase the Saas - Software As A Service.
c.
Backup and Archival Copies: You may make one backup and one archival copy of the Saas - Software As A Service (for applications that require installation), provided your backup and archival copies are not installed or used on any computer and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Saas - Software As A Service. You may not transfer the rights to a backup or archival copy.
d.
Product Activation: As part of your purchase and registration of the Saas - Software As A Service, you may receive either a username and password or a key code. This will allow you to activate your use of the Saas - Software As A Service. You may not re-license, reproduce or distribute your key code and/or username and password without the express written permission of Hollister-Powell & Associates to do so, unless otherwise specified in this Saas - Software As A Service License Agreement and/or specifically authorized based upon the number of users and type of usage license you have purchased..
e.
Title: Title to the Saas - Software As A Service, any proprietary database or data accessed by the Saas - Software As A Service is not transferred to you.
f.
Reverse Engineering: Except and to the limited extent as may be otherwise specifically provided by applicable law, you may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Saas - Software As A Service by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent you may be expressly permitted to decompile under applicable law, if it is essential to do so in order to achieve operability of the Saas - Software As A Service with another Saas - Software As A Service program, and you have first requested Hollister-Powell & Associates to provide the information necessary to achieve such operability and Hollister-Powell & Associates has not made such information available. Hollister-Powell & Associates has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Hollister-Powell & Associates or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any Saas - Software As A Service which is substantially similar to the expression of the Saas - Software As A Service.
g.
Other Restrictions: You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or portion of the Saas - Software As A Service to third parties. You may not copy the Saas - Software As A Service except as expressly set forth in this Saas - Software As A Service License Agreement, and any copies that you are permitted to make pursuant to this Saas - Software As A Service License Agreement must contain the same copyright, patent and other intellectual property markings that appear on or in the Saas - Software As A Service. You may not modify, adapt, or translate the Saas - Software As A Service. You may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the Saas - Software As A Service; knowingly take any action that would cause the Saas - Software As A Service to be placed in the public domain; or use the Saas - Software As A Service in any computer environment not specified in this Saas - Software As A Service License Agreement.

LICENSE RESTRICTIONS:
a.
You may not make or distribute copies of the Saas - Software As A Service, or electronically transfer the Saas - Software As A Service from one computer to another or over a network unless specifically authorized to do so under the Saas - Software As A Service License Agreement.
b.
You may not alter, merge, modify, adapt or translate the Saas - Software As A Service, or decompile, reverse engineer, disassemble, or otherwise reduce the Saas - Software As A Service to a human-perceivable form.
c.
You may not sell, rent, lease, or sublicense the Saas - Software As A Service.
d.
You may not modify the Saas - Software As A Service to create derivative works based upon the Saas - Software As A Service.
e.
You may not export the Saas - Software As A Service into any country prohibited by the United States Export Administration Act and the regulations thereunder.
f.
In the event you fail to comply with this Saas - Software As A Service License Agreement, Hollister-Powell & Associates may terminate the license and you must destroy all copies of the Saas - Software As A Service (with all other rights of both parties and all other provisions of this Saas - Software As A Service License Agreement surviving any such termination).
g.
You shall not use the Saas - Software As A Service to develop any Saas - Software As A Service or other technology having the same primary function as the Saas - Software As A Service, including but not limited to using the Saas - Software As A Service in any development or test procedure that seeks to develop like Saas - Software As A Service or other technology, or to determine if such Saas - Software As A Service or other technology performs in a similar manner as the Saas - Software As A Service.

OWNERSHIP:
a.
The foregoing license gives you limited license to use the Saas - Software As A Service. Hollister-Powell & Associates retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Saas - Software As A Service and all copies thereof. All rights not specifically granted in this Saas - Software As A Service License Agreement, including Federal and International Copyrights, are reserved by Hollister-Powell & Associates, LLC.

INTELLECTUAL PROPERPTY RIGHTS:
a.
You acknowledge that the Saas - Software As A Service and any copies that you are authorized by Hollister-Powell & Associates to make are the intellectual property of and owned by Hollister-Powell & Associates. The structure, organization and code of the Saas - Software As A Service are the valuable trade secrets and confidential information of Hollister-Powell & Associates. The Saas - Software As A Service is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You acknowledge that Hollister-Powell & Associates retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the Saas - Software As A Service and all accompanying printed materials. You will take no actions that adversely affect Hollister-Powell & Associates intellectual property rights in the Saas - Software As A Service. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners’ names. Trademarks may only be used to identify printed output produced by the Saas - Software As A Service, and such use of any trademark does not give you any right of ownership in that trademark. This Saas - Software As A Service License Agreement does not grant you any intellectual property rights in the Saas - Software As A Service.

WARRANTY DISCLAIMER:
a.
Hollister-Powell & Associates does not and cannot warrant the performance or results you may obtain by using the Saas - Software As A Service. Hollister-Powell & Associates make no warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to this Saas - Software As A Service and its usage. To the maximum extent permitted by applicable law, Hollister-Powell & Associates disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, informational content or accuracy, quiet enjoyment, title and non-infringement, with regard to the Saas - Software As A Service, and the provision of or failure to provide support services.

LIMITATION OF LIABILITY:
a.
To the maximum extent permitted by applicable law even if a remedy fails its essential purpose, in no event shall Hollister-Powell & Associates be liable for any special, incidental, direct, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Saas - Software As A Service or the provision of or failure to provide support services, even if Hollister-Powell & Associates has been advised of the possibility of such damages. In any case, Hollister-Powell & Associates liability under any provision of this Saas - Software As A Service License Agreement shall be limited to the amount actually paid by your for the Saas - Software As A Service License.

SAAS - SOFTWARE AS A SERVICE AND DATA DISCLAIMER:
a.
Hollister-Powell & Associates shall not be liable to you or any third party for any indirect, special, incidental, punitive, cover or consequential damages (including, but not limited to, damages for the inability to use equipment, Saas - Software As A Service, and/or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the Saas - Software As A Service and/or the data accessible through said Saas - Software As A Service.
b.
This Saas - Software As A Service may use and/or access geographic, statistical, demographic, socio-economic, political, territorial, and/or other aggregate data during its use, which may include third-party data, purchased and/or exclusively licensed data, proprietary data of Hollister-Powell & Associates, and/or data acquired and/or purchased from various educational, governmental, and/or other related data providers and/or resources. This Data may, or may not, be deemed reasonably reliable, consequently, Hollister-Powell & Associates assumes no responsibilities nor accepts any liabilities for data used by this Saas - Software As A Service, nor implies any warranties associated with the data accessed by this Saas - Software As A Service, nor implies any guarantee of suitability for a specific task or purpose unless otherwise specifically referenced in the Saas - Software As A Service License Agreement.

LICENSED USER DATA OWNERSHIP:
a. This Saas - Software As A Service may allow you to create, update, modify, and store your unique User Data in a proprietary database that is part of this Saas - Software As A Service. Your license entitles you to access this data from this proprietary database while your license is in good standing. Under no circumstances, express or implied, does your license transfer or entitle you to ownership of Saas - Software As A Service’s proprietary database. All references to intellectual property rights, ownership, and reverse engineering apply equally to any proprietary database and/or data storage component that is part of this Saas - Software As A Service
b. Upon termination of your Saas - Software As A Service License, you may submit a written request to Hollister-Powell & Associates requesting an extract of your User Data out of the Saas - Software As A Service’s proprietary database, and into a common format, such as delimited text format for tabular data, or JPG or TIF for bitmap data.. Hollister-Powell & Associates, at its option, may charge you a standard and reasonable rate for time associated with creation of a customized data extract and/or the programming time associated with performing the extract and storing it on appropriate media, such as a CD-ROM or tape.

TERM AND TERMINATION:
This Saas - Software As A Service License Agreement may be terminated (a) your giving Hollister-Powell & Associates written notice of termination thirty (30) days prior to the expiration of any license; or (b) by Hollister-Powell & Associates, at its option, giving you written notice of termination if you commit a breach of this Saas - Software As A Service License Agreement and fail to cure such breach within ten 10) days after notice from Hollister-Powell & Associates. Upon any termination of this Saas - Software As A Service License Agreement, you must cease all use of the Saas - Software As A Service, destroy all copies then in your possession or control and take such other actions as Hollister-Powell & Associates may reasonably request to ensure that no copies of the Saas - Software As A Service remain in your possession or control.