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License Agreement and Privacy Policy

This is a license agreement “License Agreement” is between you and Xceleran Software Inc. (“XSI”).  PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. You are referred to herein as “Licensee.” XSI is referred to herein as “Licensor.” This License Agreement is made effective upon your acceptance of the terms of this License Agreement or the use of the Software as defined herein. If you do not agree and do not want to be bound by these terms and conditions, you should click Do Not Accept and you will be under no further obligation. By clicking Accept, you acknowledge that you have read and agree to all the following terms and conditions without limitation.

Licensor and its affiliate and/or partner sites are accessible worldwide to anyone with Internet access. Access to and use of Licensor’s Software and website is subject to the terms and conditions of this License Agreement. BY ACCESSING LICENSOR’S WEBSITE OR USING ITS SOFTWARE, YOU ACCEPT WITHOUT LIMITATION OR QUALIFICATION, ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE AGREEMENT. Licensor reserves the right to change the terms and conditions of this License Agreement at any time with or without reason. By using Licensor’s Software and/or website, you agree in advance to accept any and all such changes without qualification.

1. LICENSED MATERIALS

“Licensed Materials” hereafter refers to the software and software code, supporting materials, and all other proprietary materials collectively or individually associated with Licensor (including but not limited to smartphone, tablet, and PC versions).

2. SEAT LICENSE GRANT

A Seat License is defined as a single user license granted for the use of XSI’s Licensed Materials. An individual User Name and Password will be issued for each Seat License. Subject to the foregoing, Licensor grants to you a nonexclusive, non-transferable license(s) to access the legally procured and licensed quantity of Seat Licenses solely for your own personal or business purposes on a single supported computer and/or device, (whether a standard computer or a workstation component of a multi-user network).

3. LICENSE TERM

Unless otherwise specified, the term of the Seat Licenses are month to month and automatically renew. They may be canceled by either party with fifteen (15) days’ notice. Notwithstanding anything to the contrary, Licensor reserves the right to revoke your access to Software and Licensor’s website at any time with or without cause. If it is determined or suspected by Licensor, in its sole discretion, that you are misusing or attempting to misuse or circumvent this License Agreement, or are using or attempting to use the Software in an inappropriate way or in violation of this License Agreement, Licensor reserves the right, in its sole discretion, to immediately terminate your access without notice and to initiate without notice appropriate legal actions or proceedings and to seek appropriate remedies and/or damages.

4. OWNERSHIP

Licensee hereby acknowledges and agrees that Licensor is the owner of all right, title, and interest, including copyright, in and to the Licensed Materials. Copyright to the individual programs (the “Software”) used to deliver the Licensed Materials to you is owned by the Licensor or other authorized copyright owner of each program. Ownership of the Software and all proprietary rights relating thereto shall, at all times, remain with Licensor and its licensors.

5. RESTRICTIONS ON USE AND TRANSFER

You may not (i) rent or lease the Licensed Materials, (ii) copy or reproduce the Licensed Materials through a LAN or other network system or through any computer subscriber system or bulletin-board system, or (iii) modify, adapt, or create derivative works based on the Licensed Materials.

You may not reverse engineer, decompile, or disassemble the Software. You may transfer the Software and user documentation on a permanent basis, provided that the transferee agrees to accept the terms and conditions of this License Agreement and you retain no copies. If the Software is an update or has been updated, any transfer must include the most recent update and all prior versions.

The Software contains copyrighted material, trade secrets, and other proprietary information. Licensee may not copy the Software; cause or permit reverse compilation or reverse assembly of all or any portion of the Software; distribute, disclose, market, rent, lease or transfer to any third party any portion of the Software; nor make the Software or its contents available to any third party in any manner. You may not use Licensor’s website and/or Software to recreate or compete with Licensor’s services, to solicit or harass Licensor’s customers, affiliates, partners, or advertisers, or for any other purpose not contemplated herein. You acknowledge that a violation of the foregoing could result in significant damages to Licensor, and you agree that you are liable to Licensor for any such damages, and will indemnify Licensor in the event of any third party claims against Licensor based on or arising from your violation of the foregoing.

TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING: NAME, PHONE NUMBER, ADDRESS, OR E-MAIL ADDRESS IS A SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS TO LICENSOR AND ITS PARTNERS, AFFILIATES AND CUSTOMERS, AS WELL AS LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION.

6. ACCOUNT ACCESS

You hereby acknowledge and agree that if Licensor disables access to your account, you may be prevented from accessing the Services, Software, your account details, or any files or other content which is contained in your account. You acknowledge and agree that while Licensor may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Licensor at any time, at Licensor’s discretion.

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Licensor for all activities that occur under your account without limitation. If you become aware of any unauthorized use of your password or of your account, you agree to notify Licensor immediately.

You agree and understand that although Licensor takes reasonable steps to secure and preserve the content on its websites and the files uploaded by its members, Licensor is under no obligation to preserve or secure such material.

7. DISCLAIMER OF WARRANTIES

THE SERVICES PROVIDED BY XSI ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE. MOREOVER, XSI ALLOWS PARTNERS, AFFILIATES, AND CUSTOMERS TO POST INFORMATION ON ITS WEBSITE. XSI IS UNDER NO OBLIGATION TO REVIEW OR VERIFY THE INFORMATION OR REPRESENTATIONS SET FORTH IN THOSE POSTINGS. XSI DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION RECEIVED FROM THIRD-PARTY SOURCES IS ACCURATE, ERROR-FREE, OR THAT IT IS UP TO DATE OR UPDATED AT THE TIME THAT XSI MAY CHECK SUCH INFORMATION. POSTINGS DO NOT REFLECT THE VIEWS OF XSI, ITS AFFILIATES, OFFICERS, OR DIRECTORS.

8. REMEDIES

A. Your use of Licensor’s Software and/or its website is at your own risk. In no event shall Licensor or its affiliates or partners be liable for any damages whatsoever (including without limitation damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising from the use of or inability to use the Licensed Materials or the Software, even if Licensor has been advised of the possibility of such damages. Moreover, Licensor is not liable for the accuracy of any reports it provides to any third party.

B. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS XSI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, REPRESENTATIVES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, DEMANDS, COSTS, LIABILITIES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, COUNSEL FEES AND COURT COSTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES, LICENSED MATERIAL, XSI’S WEBSITE OR SOFTWARE, OR ARISING FROM YOUR VIOLATION OF ANY RIGHT OR RIGHTS OF A THIRD PARTY. YOU HEREBY WAIVE ANY AND ALL CLAIMS NOW EXISTING OR TO YET OCCUR, AGAINST XSI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, REPRESENTATIVES, AND AGENTS ARISING OUT OF YOUR USE OF XSI’S SERVICES, WEBSITE, LICENSED MATERIALS OR SOFTWARE, OR THESE TERMS OF USE.

C. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Licensor’s agent for notice of claims of copyright of other intellectual property infringement at: support@xceleran.com

Please provide in your e-mail the following notice:

i. Identify the material on Licensor’s website that you claim is infringing, with enough detail so that it may be located;

ii. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;

iii. A statement by you declaring under penalty of perjury that (i) the above information in your notice is accurate, and (ii) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of the owner;

iv. Your address, telephone number and e-mail address; and

v. Your physical or electronic signature.

9. U.S. GOVERNMENT RESTRICTED RIGHTS

Use, duplication, or disclosure of the Software for or on behalf of the United States of America, its agencies and/or instrumentalities “U.S. Government” is subject to restrictions as stated in paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable.

10. ENTIRE AGREEMENT

This License Agreement together with the Terms of Use constitutes the entire understanding between Licensor and Licensee and revokes and supersedes all prior agreements, oral or written.

11. PAYMENT AUTHORIZATION IF APPLICABLE

For services requiring payment, payments will be made monthly in advance of service generally collected on the first or fifteenth day of the month. Payment for a partial month’s service will be prorated based upon the days of use. Unless specified by an addendum to this agreement and approved by an authorized representative of XSI, the amount billed will be based upon the terms and rates of the Software and Services you are using as published on www.XSI.com. You may adjust your usage at any time which will apply to next month’s billing. No credit will be applied to the current month’s charges in the event of early termination.

Payments must be made by credit card or automatic disbursement from your business bank account and you authorize Licensor to either charge your credit card or your bank account accordingly.

12. CONTENT

Licensor and its affiliates may not review or monitor and are not responsible for the content of any information published. Licensor’s website also provides links to third-party websites. These linked sites are not under the control of the Licensor, and Licensor is not responsible for the contents or functionality of any linked site or any link contained in a linked site, or any changes or updates to such sites. The licensor is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Licensor of the site.

13. PROFILES

Licensor allows partners, affiliates, and customers to post profiles about themselves and their business on Licensor’s website. Licensor is under no obligation to review or verify the information or representations set forth in those profiles. Moreover, Licensor does not represent or warrant that the information received from third party sources is accurate, error-free, or that it is up to date or updated at the time that Licensor may check such information. Profiles do not reflect the views of the Licensor, its affiliates, officers, or directors.

14. PERSONAL INFORMATION

You should be aware that if you voluntarily disclose personal information on a bulletin board, chat room, or on any other user member-generated pages, that information can be collected and used by others and may result in unsolicited messages from other parties. Upon using Licensor’s services, you will be prompted to disclose certain information about yourself and use Licensor’s software to store certain information. By providing this information to Licensor, you are requesting, and you expressly consent to being contacted by Licensor and its affiliates via phone, fax, e-mail, mail, or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list. Moreover, you promise and warrant that all information you provide will be accurate, current, and truthful to the best of your knowledge. If you provide any information that is untrue, not current, or incomplete, or Licensor has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Licensor has the right to terminate this License Agreement effective immediately.

15. CONFIDENTIALITY OF CUSTOMER DATA

XSI will use reasonable business practices to protect the privacy of Customer Data including it will not review, share, distribute, or reference any such    Customer Data except as provided in the XSI License Agreement (above), as may be required by law, or with direct permission from you.

Individual records of Customer Data may be viewed, accessed, and/or seen for the purposes of resolving a problem, support issues, or suspected violation of the XSI License Agreement, or as may be required by law.

16. GOVERNING LAW

This License Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state. Licensee and Licensor hereby agree to submit any dispute, claim or cause of action relating to this License Agreement or the Software to the exclusive jurisdiction of the Chester County Court of Common Pleas or the United States District Court for the Eastern District of Pennsylvania.

17.  SEVERABLE

If any provision of this License Agreement shall, for any reason, be held to be invalid or unenforceable in any jurisdiction in which this License Agreement is sought to be enforced, such invalidity and unenforceability shall not affect any other provision hereof and this License Agreement shall be construed as if such invalid or unenforceable provision were omitted.

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