End user license agreement.

END USER LICENSE AGREEMENT

SAASMAN SOLUTIONS INC.’S (“SSI” OR “LICENSOR”) SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD) FOR USE BY YOU. LICENSOR DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED SOFTWARE TO YOU (“END USER AS DEFINED HEREIN). YOUR RIGHT TO USE THE LICENSED SOFTWARE WILL NOT COMMENCE UNTIL YOU HAVE ACCEPTED THE FOLLOWING TERMS.

YOU AGREE TO BECOME A PARTY TO AND BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (THE “EULA”). IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS EULA, YOU MUST NOTIFY LICENSOR, AND YOU WILL NOT HAVE THE RIGHT TO USE TO ANY PART OF THE SOFTWARE. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA.

  1. Definitions.
    a. 
    “SSI” or “Licensor” means Saasman Solutions, Inc., a Delaware Corporation with offices located at 82 Plantation Pointe Rd., Suite 316, Fairhope, Al 36532. 

    b. “Licensee” means the entity that has obtained a License authorizing it to invite you to become an “End User,” and who has agreed to the terms of the Limited Software License (available for your review at https://www.cognitosoftware.com/software-license-agreement ) (“the LSLA”).

    c.  “End User” or "You" means any person including you accepts the invitation from the Licensee and agrees to be bound by this EULA.

    d. “Software” collectively means all computer software owned or licensed by SSI to which You are being offered access pursuant to the terms of this EULA.


     

  2. License.
    a. Grant. In consideration of the payment of the license fees on your behalf by the Licensee, Licensor grants You the worldwide, non-transferable, non-assignable and non-exclusive use of the Software and related data as cloud-based software as a service, and related materials subject to the following terms and conditions. In all instances, Licensor reserves all rights not expressly granted to You. The Software is solely for Your use and the use of Your affiliates, contractors and third parties who require the information for a purpose directly related to Your authorized use of the Software.

    b. Confidentiality. The Software related materials contain confidential trade secrets of Licensor. You agree to hold in confidence, not disclose and not use (except as expressly provided herein) the Software and related materials, and to ensure that you do not breach, compromise or violate such confidentiality obligations and Licensor’s trade secrets. You recognize and agree that there is no adequate remedy at law for a breach of this Section 2.b., that such breach would irreparably harm Licensor for which monetary damages would not be an adequate remedy and that Licensor is entitled to equitable relief (including, without limitation, temporary restraining orders, preliminary injunctions, and permanent injunctions) with respect to any such breach or potential breach in addition to any other remedies available under State and/or Federal Law, including the Defend Trade Secrets Act (DTSA) of 2016, 18 USC 1836(b) which provides for seizures.

    c. 
    Proprietary Interests. The Software and related materials, and all copies thereof, shall remain the exclusive property of SSI. All applicable rights to copyrights and trademarks shall remain vested in SSI or its licensor, and You shall not undertake to copyright or trademark the Software and Documentation. You agree to not contest SSI’s ownership of such copyrights, trademarks, Software and Documentation, and further to not take any action adverse to such ownership. However, You shall have the right at all times to data input and output arising out of Your use of the Software.

     

  3. Scope of Rights.
    You may:

    a. Access the Licensed Software on Your computer;

    b. Use the Software with specific login usernames and passwords so that You may create, modify or delete data stored by the Software; and

     

  4. Ownership, Proprietary Protection and Restrictions.
    a. Licensor shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto) and Documentation, subject only to the rights and privileges expressly granted to Licensee by the LSLA and to you by this EULA. This EULA does not provide You with title or ownership of the Software, but only a right of limited use.

    b. You agree to not use, copy, modify, or distribute the Software (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. You agree to not reverse assemble, reverse compile, or otherwise translate the Software. Your rights may not be transferred, leased, assigned, or sublicensed.

    c. You agree that Licensor may collect and use technical information pertaining to your use of the Software as may be beneficial for training, support and Software improvement.

    d. You acknowledge that, in the event of Your breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain a temporary restraining order, preliminary injunction and permanent injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor’s right to obtain injunctive relief shall not limit its right to seek further remedies.

    e. If a third party claims that the Software infringes its patent, copyright, or trade secret, or any similar intellectual property right, Licensor will defend You against that claim at Licensor’s expense and pay all damages that a court finally awards, provided that You promptly notify Licensor in writing of the claim, and allow Licensor to control, and cooperate with Licensor in, the defense or any related settlement negotiations. If such a claim is made or appears possible, You agree to permit Licensor to enable You to continue to use the Software, or to modify or replace the Software. Licensor has no obligation for any claim based on Your modification of the Software or its combination, operation, or use with any product, data, or apparatus not specified in writing or provided by Licensor, provided that such claim solely and necessarily is based on such combination, operation, or use and such claim would be avoided by combination, operation, or use with products, data, or apparatus specified or provided by Licensor. THIS PARAGRAPH STATES LICENSOR’S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

     

  5. Restrictions.
    Except as expressly authorized, You agree not to and shall not use, rent, lease, loan, sell, sublicense, distribute, transfer, copy, reproduce, display, modify, create derivative works of, time share or dispose of the Software or related materials, or any part thereof. You may use the Software and related materials solely for Your business purposes.


     

  6. Assignment.
    You may not assign or otherwise transfer in whole or in part or in any manner any rights, obligations, duties, or any interest in or under this EULA without the prior written consent of the Licensor and any attempted assignment will be void. A merger or other acquisition by a third party will be treated as an assignment.


     

  7. Your Responsibilities.
    You are also responsible for ensuring a proper environment and proper utilities for Your computer systems that access the Software to ensure that they will operate efficiently, including an uninterrupted power supply and high-speed network and internet connections. Except as agreed otherwise in writing, Licensor assumes no responsibility under this Agreement for converting Your data files for use with the Licensed Software.

     

  8. NO Limited Warranty and Limitation of Liability.
    a. As an End User you have NO RIGHT OR REMEDY OF ANY KIND for any material defect in the Software. Any and all such right shall belong to the Licensee as stated in and limited by the LSLA.

    b. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE TO YOU, INCLUDING ITS CONDITION, OR ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, AND FURTHER INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. YOU WAIVE, RESIGN AND FOREVER GIVE UP ANY AND ALL OTHER LEGAL RIGHTS OF EVERY NATURE, INCLUDING BUT NOT LIMITED TO, RIGHTS ARISING FROM OR RELATED TO THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS OR INTENTIONAL MISCONDUCT.

     

  9. In no event shall Licensor be liable to you for any damages of any kind, including but not limited to loss of profits, incidental, special, exemplary, or consequential damages; or any claims or demands brought against you, even if Licensor has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this EULA have been breached or have proven ineffective.

     

  10. Term of Agreement; Termination.
    The term (including any renewal) of Your license to use the Software shall be as set forth in the LSLA. Licensee is responsible for payment to Licensor, and any failure to pay or any other material breach of the LSLA may result in the loss of your right to remain an End User.


     

  11. Privacy.
    Licensor’s Privacy Policy is available for your review at https://www.cognitosoftware.com/privacy-policy.


     

  12. Export Controls.
    Unless an appropriate license, exemption, or similar authorization has been duly obtained to SSI’s satisfaction, You shall not export or re-export the Software or related information to any country specified as a prohibited destination in applicable U.S. laws, regulations, and ordinances, including the Regulations of the U.S. Department of Commerce, the Department of the Treasury and/or other government agencies. You agree to defend, indemnify, and hold harmless SSI from and against any claim, loss, liability, expense, or damage (including fines or legal fees) incurred by SSI with respect to any of Your export or re-export activities contrary to the foregoing instructions.


     

  13. Force Majeure.
    Licensor shall not be liable for failure to perform due to unforeseen circumstances or causes beyond their reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, accidents, strikes, inability to secure transportation, fuel, energy, labor or materials. Time for performance may be extended by the amount of any delay at SSI’s sole discretion.


     

  14. Compliance with Laws.
    You shall use the Software in compliance with all applicable laws and regulations. You agree that You shall not rely on the Software or the Services as a means for your own compliance with any applicable law or regulations.


     

  15. Applicable Substantive Law and Forum Selection Clause.
    All disputes arising out of or connected with the subject matter of this EULA shall be governed by federal law to the extent applicable, and otherwise by the laws of the State of Alabama, excluding reference to conflict of laws provisions. All federal law claims shall be filed and litigated solely in the United States District for the Southern District of Alabama at Mobile, Alabama. All state law claims shall be filed and litigated solely in the Circuit Court of Baldwin County, Alabama. You consent to waive the right to file any such litigation in any other forum. You agree to appear and defend on the merits any and all lawsuits filed in such Court.


     

  16. Miscellaneous.
    You agree that the “United Nations Convention on the International Sale of Goods” does not apply to both this EULA or the LSLA. No modification of this EULA shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought. In the event that any of the terms of this EULA is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this EULA and all the remaining terms of this EULA shall remain in full force and effect.


     

Effective: January 1, 2022

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