End User License Agreement (EULA)

                                                                                           (the “Agreement”)

THIS IS A BINDING LEGAL DOCUMENT. IF YOU DO NOT AGREE TO ALL TERMS, DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND USE Dexzyle SOFTWARE AND SERVICES.

IF YOU AGREE TO ALL TERMS, CLICK “I ACCEPT” AFTER READING THIS AGREEMENT.

1. LICENSE. Once you accept this Agreement, Dexzyle, Inc. (hereafter “We,” “Us” or “Our”) will provide you (or your employer) with a user name and a password to use Dexzyle software and services for its normal and intended purposes for internal business purposes only. This ability to use Dexzyle is known as a license. The license is non-exclusive and terminable. We may terminate this license if you fail to abide by all terms of this Agreement.

   Dexzyle updates, modifications, enhancements, or new versions, if We provide any to you, will also be subject to this Agreement.

2. LICENSE You agree to abide by the following restrictions now and after your license to use Dexzyle ends. We may interrupt or cancel your access to Dexzyle if you fail to abide by these restrictions or any terms of this Agreement, which cancellation or interruption shall not be a breach of this Agreement. Without Our prior written permission:

1. 1. You shall not change, modify, enhance or adapt Dexzyle software in whole or in part;

   2. You shall not reverse assemble, decompile, disassemble, re-engineer or reverse compile Dexzyle in whole or in part;

   3. You shall not share your password to access Dexzyle with anyone other than your systems administrator;

   4. You shall not sub-license or distribute any Dexzyle software access or documentation;

   5. You shall not remove or alter any intellectual property or other notices, disclaimers or other legends (collectively “Legends”) contained in Dexzyle software or appearing on any Dexzyle screens, documents, reports, numeric results or other materials;

   6. You shall not provide Dexzyle software to any third party or support a third party’s operations through the access and/or use of Dexzyle software;

   7. You shall not attempt to access any of Our systems, programs or data that are not specifically licensed to you or otherwise made available by Us for your use;

   8. You shall not copy, reproduce, republish, upload, post, transmit, license, sublicense, rent, lease, assign or distribute Dexzyle software, or any portion thereof, or facilitate or permit a third party to do so;

   9. You shall not use any device or software to interfere or attempt to interfere with the proper operation of Dexzyle software;

   10. You shall not ship, transmit, transfer or export Dexzyle software into any country or use Dexzyle software in any manner prohibited by United States export laws, restrictions or regulations;

   11. You shall not modify or prepare Derivative Works (as that term is defined by U.S. Copyright law as amended from time to time) of the whole or any part of Dexzyle software;

   12. You shall not publicly display Dexzyle software, directly or indirectly without Our written permission;

   13. You shall not transmit Dexzyle software electronically or allow access to Dexzyle software over a network or a public computer-based information system that permits access to a greater number of users than licensed by you or your employer;

   14. You shall not use Dexzyle software in multiple computers or multiple user arrangements unless that use is covered by a separate license for each computer or user;

   15. You shall abide by all your applicable local, state, national and international laws and regulations;

   16. You shall reproduce and display all Legends on authorized copies of Dexzyle reports and related materials;

   17. You shall maintain the confidentiality of your password and login ID as you are responsible for all activities that occur under such passwords and login IDs; and

   18. You shall promptly notify Us by email at the customer support email address provided to you of any unauthorized use of your (either individual or entity as applicable) passwords or login IDs.

   19. You shall use all reasonable efforts as are standard in the industry to assist Us in providing services to you.

   20. The terms of this paragraph #2 and all subparagraphs will survive the termination of this Agreement.

3. REVISIONS. We reserve the right to modify, discontinue, delete or restrict any aspect or feature of our products and services without notice or liability to you. We also reserve the right to change this Agreement at any time and in any manner. We will, however, make commercially reasonable efforts to provide you with prior notice of such alterations.

The most current version of this Agreement is available on this page of Our website and will replace all previous versions. As such, you (or your employer) should review this Agreement periodically. Your only recourse, if you disagree with this Agreement at any time, is to discontinue your use of Our services and products.

4. FEES/CHANGES. All charges for use of Dexzyle software is referenced in a separate agreement with you (or your employer). All payments required must be timely paid or your access to the software will be interrupted or terminated. Please be aware that your actions may also result in increased charges.

5. SYSTEMS ADMINISTRATOR USERS. If you are a systems administrator for a user who has licensed multiple passwords or logon IDs, you may authorize additional end users, up to the number of licensed passwords, and you may assign various permission levels to those passwords.

6. DATABASE INFORMATION. You (or your employer) owns the data you input into Dexzyle While we store and otherwise maintain your data as We store Our own data, We recommend you back up your data regularly. If you lose or damage your data, We are not responsible for that loss. We will use commercially reasonable efforts to assist you in restoring lost or damaged data from Our latest backup that We maintain in accordance with Our standard archival/backup procedures, however, you will be charged Our standard hourly rates for that restoration. You grant Us a royalty-free, non-terminable world-wide license to view, copy, report on, commingle and otherwise use non-personally identifiable database information, analytics and statistical information derived from your data (i) to improve Our products and services generally, (ii) to perform troubleshooting and maintenance, (iii) to advertise Our products and services and (v) for any commercial purposes.

7. We own the Dexzyle software. The license granted to you (and your employer) gives you no other right, title or interest in Our software. Upon termination of this license, you will not maintain any copies of Dexzyle software, you will destroy all backups and archival copies of such software, and you will certify that you do not have possession of any of Our property. The terms of this paragraph #7 will survive termination of this Agreement.

8. OUR SOFTWARE IS PROVIDED TO YOU “AS IS.” Except as otherwise agreed in a separate Agreement, and to the maximum extent permitted by law,

1. 1. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING Dexzyle SOFTWARE AND SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY.

   2. WE DISCLAIM ANY AND ALL WARRANTIES THAT Dexzyle SOFTWARE AND SERVICES ARE, OR WILL BE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS.

   3. YOU, OR YOUR EMPLOYER, IF APPLICABLE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS.

   4. USE OF Dexzyle SOFTWARE, SERVICES AND ANY RELATED REPORTS IS ENTIRELY AT YOUR OWN RISK. WE HEREBY DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS OR EFFECTIVENESS OF THE REPORTS, DATA, SCORES, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY YOU FROM ACCESSING AND/OR USING Dexzyle SOFTWARE AND/OR SERVICES OR OTHERWISE RESULTING FROM THIS AGREEMENT.

   5. All terms in this paragraph #8, including subparagraphs, will survive termination of this Agreement.

9. LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE IN ANY MANNER TO YOU, YOUR EMPLOYER, IF APPLICABLE, OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, DATA, OR ANY OTHER LOSS, ATTORNEYS’ FEES AND COSTS) ARISING OUT OF THE USE OF OR INABILITY TO USE Dexzyle SOFTWARE AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF OUR FAULT OR NEGLIGENCE. IN THE EVENT THIS LIMITATION IS ADJUDICATED IN A JURISDICTION THAT DOES NOT ACCEPT SUCH LIMITATION(S), OUR LIABILITY SHALL NOT EXCEED THE TWO MONTHS OF FEES CHARGED TO YOU BY ENQUIRE PRIOR TO THE CLAIM ARISING FOR YOUR SUBSCRIPTION TO Dexzyle SOFTWARE, INCLUDING ATTORNEYS’ FEES AND COSTS. The terms of this paragraph #9 will survive the termination of this Agreement.

10. NO COMMINGLING/SOLICITATION

1. 1. You (and your employer) may not attempt to develop business through use of any part of Our Intellectual Property except as otherwise permitted by this Agreement or permitted by Our prior written authorization.

   2. You (and your employer) also agree(s) not to, directly or indirectly, present, develop, manufacture, produce, market, sell, or provide any product or service that uses any concepts, formats, presentation methods, terminology and/or other Intellectual Property owned by Us or that is specifically derived from or attributable to Our property anywhere in the world.

   3. You (and your employer) will not, directly or indirectly, induce or attempt to induce any person not to purchase or use any of Our products or services.

   4. The terms of this paragraph #10a, b and d will survive the termination of this Agreement.

11. END USER INDEMNIFICATION. You (or your employer) agree(s) to indemnify and hold Us harmless from any demand, claim, action, legal proceeding, or dispute whatsoever, including attorneys’ fees and costs, arising or resulting from your breach of any term of this Agreement. The terms of this paragraph #11 will survive termination of this Agreement.

12. Certain data you input into Dexzyle software may be considered confidential. Check with your employer, if any. Information will be considered confidential and proprietary if it is stamped as “CONFIDENTIAL,” would reasonably be considered confidential under ordinary circumstances or is identified as such to you or your employer. You agree to maintain confidential information as secret and will not, directly or indirectly, use with, or disclose such Information to, any third parties without Our written authorization, except as permitted in this Agreement. Information, whether or not marked as confidential, includes: all the Dexzyle object code and source code, personally identifiable information about your (or your employer’s) customers or potential customers, CRM passwords, customer and vendor lists and Our training materials and procedures, onboarding deliverables, if any, reference guides, call procedures and methodologies. You agree that you will not share our confidential information with anyone unless We approve it, in writing, in advance of disclosure. Further, you agree to take reasonable steps to maintain the secrecy of confidential information.

Your disclosure of confidential information may cause Us to suffer immediate, irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, you agree that We are entitled to equitable relief, including injunctive relief, against you for any breach of your obligations as to Our confidential information, in addition to, and not to the exclusion of, all other remedies at law, in equity or otherwise permitted by Colorado State and U.S. Federal laws.

Exceptions. Disclosure of confidential information is not precluded if such disclosure is in compliance with a valid subpoena or order of a court or other governmental body of the United States or any political subdivision thereof; provided that if you are so required to disclose, you will first give advance Notice to Us of any such request for disclosure as promptly as feasible in order that its We may, at Our discretion, seek a protective order or such other appropriate remedy as We deem necessary. Failing entry of a protective order, if you are, in the opinion of your counsel, compelled to disclose the confidential information, you will disclose only that portion as is legally required without liability hereunder. Compliance with Defend Trade Secrets Act of 2016. You will not be held criminally or civilly liable under any U.S. Federal or state Trade Secret law for disclosing a Trade Secret that: (a) is made (i) in confidence to a U.S. Federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation for reporting a suspected violation of law, you may disclose Trade Secrets to the attorney and use such Trade Secret information in the court proceeding if you: (a) file any document containing the Trade Secret under seal; and (b) do not disclose the Trade Secret, except pursuant to court order.

The terms of this paragraph #12, including all paragraphs, will survive termination of this Agreement.

1. COPYRIGHTS, TRADEMARKS AND TRADE NAMES. Other than as required to be displayed on any Legends on reports, this Agreement does not grant you, directly or indirectly, any right to use Our copyrighted materials, trademarks, logo or trade name. The terms of this paragraph #13 will survive the termination of this Agreement.

2. HARDWARE AND SERVICE. We do not supply any hardware to you. You (or your employer) is/are solely responsible for acquiring and maintaining all hardware and software to allow you to access to Dexzyle software and services. You agree to follow all appropriate operating instructions and procedures that We or third parties may provide. In the event you lose information through network, hardware, software (not Dexzyle) or user error, you are responsible for any charges in Our attempt to retrieve that information. WE CAN NOT GUARANTEE RECOVERY.

3. You understand and agree that the operation and availability of the systems used to access and interact with Dexzyle software and services, including, without limitation, computer networks, and the Internet can be unpredictable and may interfere with or prevent access to or operation of Dexzyle software and service. We are in no way responsible for any such interference or inoperability. Your sole recourse for performance issues that are not resolved to your satisfaction is to terminate this license and stop using Dexzyle software and services.

4. SOFTWARE PROVIDED WITH RESTRICTED RIGHTS. IF Dexzyle IS USED ON BEHALF OF A U.S. GOVERNMENT AGENCY OR QUASI-GOVERNMENT AGENCY, THIS AGREEMENT IS BINDING ON GOVERNMENT USERS IN ACCORDANCE WITH THE POLICY STATED AT FAR SEC. 12.211 AND 12.212 (NONDEFENSE AGENCIES) OR DFAR 227.7201 AND 227.7202 (FOR DEFENSE AGENCIES). THE LICENSED SOFTWARE AND ANY RELATED SERVICES ARE COMMERCIAL ITEMS, DEVELOPED AT PRIVATE EXPENSE, AND NOT UNDER A GOVERNMENT CONTRACT. PURSUANT TO FAR 12.212 (FOR NONDEFENSE AGENCIES) AND DFARS 227.7202-1 AND 227.7202-3 (FOR DEFENSE AGENCIES), THE GOVERNMENT’S RIGHTS IN SUCH LICENSED SOFTWARE AND RELATED SERVICES ARE LIMITED TO THOSE RIGHTS GRANTED IN THIS AGREEMENT.

5. You warrant and represent that you will not, on your own or through others, export or transmit Dexzyle software or related documentation or technical data to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute without appropriate governmental consent. You (or your employer) agree(s) to indemnify and hold Us harmless from any dispute, demand, claim, or legal proceeding, whatsoever, including, but not limited to, attorneys’ fees and costs, for any breach of this paragraph #17.

6. SUPPORT/TRAINING. Unless you (or your employer) enter(s) into separate maintenance, service, and/or training agreement with Us, We will not provide any training or onsite support relating to Dexzyle software or services.

7. TERMINATION. We may terminate this Agreement immediately if you (or your employer) breach(es) this Agreement or any portion of the Technology Services Subscription Agreement, of which this EULA is a part. Otherwise, We or you (or your employer) may terminate this Agreement on thirty (30) days written notice for any reason or no reason. If you have an employer, only your employer may terminate this Agreement or request binding mediation on your behalf. Any payments due to Us prior to the termination date will still be due and owing after termination.

8. DISPUTE RESOLUTION/BINDING MEDIATION. You (or your employer) agree(s) to submit any disputes to binding mediation, the terms of which are more specifically detailed in Dexzyle’s Technology Services Subscription Agreement Terms & Conditions already accepted by you (your employer) instead of filing a court action or requesting arbitration. The terms of this paragraph #19 will survive termination of this Agreement for three (3) years.

   INDEPENDENT CONTRACTOR. We are an independent contractor to you (or your employer) and not an employee for any purposes whatsoever. You are not Our agent and may not act on Our behalf.

   WAIVER. A waiver by either party of any provision of this Agreement must be in writing to be effective. Waiver of any breach of any provision of this Agreement shall not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor shall failure to enforce any provision operate as a waiver of such provision.

   APPLICABLE LAW/CHOICE OF LAW. This Agreement shall be construed in accordance with and governed by the laws of Colorado, except to the extent that U.S. Federal law applies, without regard to any conflict of laws provisions. All disputes shall be determined through binding mediation unless otherwise detailed in a separate agreement between you (or your employer) and Us.

   NO ASSIGNMENT. You may not assign or transfer this Agreement or the rights granted herein without Our prior written authorization.

   MODIFICATION. This Agreement may be amended or altered from time to time at Our sole and exclusive discretion.

   SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the parties shall endeavor to modify that clause in a manner that gives effect to the intent of the parties in entering into this Agreement.

   NOTICES. Any notice, request, demand, or other communication (“Notice”) must be in writing and will be deemed sufficiently given upon delivery if provided to the authorized Dexzyle Account Representative and/or your (or your employer’s) Client Contact if delivered by hand (signed receipt obtained), or within the continental U.S., seven (7) days after posting, if properly addressed and sent by U.S. mail, first class, postage prepaid. Notices sent by courier, email, facsimile or other transmission methods are effective as of the date received as long as a written confirmation of receipt exists. All such Notices will become effective on the date of receipt. In the event, that the authorized contact is no longer available and no replacement has been appointed, Notice will be effective if provided by the above means to an officer, executive, or registered agent.

   HEADINGS. All captions, fonts, underlining, or footers used in this Agreement are for convenience only and shall have no meaning in the interpretation or effect of this Agreement.

   CONSTRUCTION. This Agreement, including revisions and amendments, shall not be construed against the drafter.

   FORCE MAJEURE. Neither of us will be liable for damages for any delay or default in performance during the term hereof if such delay or default is caused by conditions beyond its control, including, but not limited to, acts of God, Government restrictions, continuing domestic or international problems such as wars, threats of terrorism or insurrections, strikes, fires, floods, work stoppages or embargoes; provided, however, that either of us will have the right to terminate this Agreement “without breach” upon thirty (30) days prior written Legal Notice if the other party’s delay or default due to any of the above-mentioned causes continues for a period of two (2) months.

   AUTHORITY. By clicking “I ACCEPT,” you represent and warrant to Us that you have read and understood all terms of this Agreement, are over the age of 18 and competent to agree to this Agreement and will abide by these terms for as long as you access and utilize the Dexzyle software (except for those terms which, by their nature, extend beyond the termination of your use).

   SURVIVAL. You agree to be bound by the terms of the section entitled “General” and all subparagraphs following during your use of, and after you cease using, Dexzyle (after the termination of this Agreement).

   If you have any questions about this Agreement, please contact support@dexzyle.com before clicking “I accept.”