RegScale Community Edition End User License Agreement

CAREFULLY READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) WHICH GOVERNS YOUR ACCESS TO THE COMMUNITY EDITION OF THE REGSCALE SOFTWARE YOU ARE ABOUT TO ACCESS, DOWNLOAD, AND/OR INSTALL (THE “SOFTWARE”). THE SOFTWARE IS PROVIDED TO YOU UNDER THIS AGREEMENT AND THE ACCOMPANYING DOCUMENTATION (THE “DOCUMENTATION”) BY REGSCALE, INC. (“REGSCALE”). “YOU” MEANS THE INDIVIDUAL PERSON DOWNLOADING, INSTALLING, OR USING THE SOFTWARE PERSONALLY OR ON BEHALF OF SUCH YOUR EMPLOYER (EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”).

BY CLICKING THE ACCEPT BUTTON OR OTHERWISE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT, AND YOU REPRESENT THAT (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT; (ii) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH REGSCALE; AND (iii) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. LICENSE GRANT AND USAGE

A. Software License. Subject to your ongoing compliance with this Agreement, RegScale grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of the Software solely for your internal business purposes.

B. Third Party Code. Certain items of software may be provided to you with the Software and are subject to “open source” or “free software” licenses (“Open Source”), some of which may be owned by third parties. Each item of Open Source is licensed under the terms of the end user license that accompanies such Open Source. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source. Except for Section 5 and Section 6, none of the terms of this Agreement apply to such third-party code.

C. Updates. You understand that the Software is evolving. As a result, RegScale may require you to accept updates to the Software. You acknowledge and agree that RegScale may update the Software with or without notifying you. You may need to update third party software from time to time in order to use the Software. Any future release, update, or other addition to functionality of the Software shall be subject to the terms of this Agreement, unless RegScale expressly states otherwise. Neither RegScale nor any of its suppliers is obligated to provide any services, updates, or upgrades to the Software..

D. Usage Data. RegScale owns the usage data derived from the operation of the Software (“Usage Data”). Nothing herein shall be construed as prohibiting RegScale from utilizing the Usage Data, provided that any such Usage Data shall be aggregated and de-identified so that it will not disclose your identity to any third party.

2. RESTRICTIONS

You are responsible for all activities conducted under your login to the Software. You shall use the Software in compliance with this Agreement, the Documentation, and all applicable laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Software, or any part thereof, or make it available to anyone other than you or otherwise commercially exploit the Software; (ii) send or store in the Software any underlying personal health data, credit card data, personal financial data, or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store malicious code or infringing or unlawful material in connection with the Software; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Software or the data contained therein; (v) modify, copy, or create derivative works based on the Software, or any portion thereof; (vi) access or manipulate your database outside of the RegScale environment; (vii) access the Software for the purpose of building a competitive product or service or copying its features or user interface; (viii) reverse engineer, decompile, or disassemble the Software; (ix) access or use the Software to identify vulnerabilities in it or publish any information on how to circumvent the Software; or (x) remove, obscure or destroy any copyright and other proprietary rights notices in the Software and all copies thereof.

3. OWNERSHIP OF SOFTWARE

The Software is licensed and not sold. Except for the limited rights expressly granted under this Agreement, RegScale and its licensors retain all title, copyright, interest, and other proprietary rights in and to the Software, Documentation, and Usage Data (and any copies, enhancements, modifications, or derivative works thereof), including all related intellectual property rights inherent therein. You do not acquire any rights, express or implied, in the Software hereunder, other than as expressly set forth herein. You agree not to use or duplicate the Software (including any Documentation) for any purpose other than as specified herein or make the Software available to any third parties.

4. LICENSE TERM

A. Term. This Agreement commences on the date when you accept (as described above) this Agreement and remains in full force and effect while you use the Software, unless terminated earlier in accordance with this Agreement.

B. Termination of License by RegScale. RegScale has the right to suspend or terminate your use or access to the Software provided to you for any reason, including if you have breached any provision of this Agreement or if RegScale is required to do so by law. You agree that all terminations shall be made in RegScale’s sole discretion and that RegScale shall not be liable to you or any third party for any termination of your account or license.

C. Termination of License by You. If you want to terminate this Agreement, you may do so by (i) deleting the Software from your device(s); and (ii) discontinuing your use of the Software.

D. Automatic Termination. This Agreement, including the license to use the Software granted in Section 1 will terminate immediately upon termination for any reason.

E. Effect of Termination. Upon termination of this Agreement, your right to use the Software will automatically terminate immediately. You understand that any termination of this Agreement may involve deletion of your content and/or data associated therewith, if any. RegScale will not have any liability whatsoever to you for any suspension or termination, including for deletion of your content and/or data. All provisions of this Agreement which by their nature should survive, shall survive termination of this license, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

5. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT, DOCUMENTATION, AND/OR DATA) IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGSCALE MAKES NO WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND REGSCALE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU AGREE THAT ALL USE OF THE SOFTWARE IS SOLELY AT YOUR OWN RISK. REGSCALE DOES NOT WARRANT, REPRESENT, OR CONDITION THAT (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. THE SOFTWARE MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. REGSCALE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY DATA AND/OR CONTENT THROUGH THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REGSCALE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY HEREIN. REGSCALE MAKES NO WARRANTY REGARDING ANY NON-REGSCALE APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

REGSCALE DOES NOT PROVIDE AN INDEMNIFICATION FROM ANY CLAIM OR ACTION, INCUDING INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS OR ACTIONS.

6. EXCLUSION AND LIMITATION OF REMEDIES AND DAMAGES

IN NO EVENT SHALL REGSCALE NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS HAVE ANY LIABILITY TO YOU FOR (i) ANY ERROR OR INTERRUPTION OF USE, LOSS, OR INACCURACY OR CORRUPTION OF DATA AND/OR CONTENT; (ii) ANY LOSS OF REVENUES AND LOSS OF PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (iii) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY; (iv) YOUR RELIANCE ON THE SOFTWARE; (v) ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF $100; (vi) ANY MATTER BEYOND REGSCALE’S REASONABLE CONTROL; OR (vii) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SOFTWARE; (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, AND/OR DATA; OR (c) ANY OTHER MATTER RELATED TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

7. INDEMNIFICATION

You agree to indemnify and hold RegScale and its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (i) any content or data you submit to or through the Software; (ii) your use of, or inability to use, the Software; (iii) your violation of this Agreement; (iv) your violation of any rights of another party; or (v) your violation of any applicable laws, rules or regulations. RegScale reserves the right, at RegScale’s own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RegScale in asserting any available defenses. You agree that the provisions in this Section 7 will survive any termination of this Agreement.

8. NO SOFTWARE MAINTENANCE OR SUPPORT

Unless expressly and otherwise agreed by RegScale via a separate mutually executed written agreement, the Software is provided without software maintenance or support of any kind.

9. EXPORT

The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You represent that it you are not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and you will not access or use the Software in any manner that would cause RegScale to violate any U.S. or international embargo, export control law, or prohibition. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from RegScale, or any products utilizing such data, in violation of the United States export laws or regulations. You will indemnify and hold RegScale harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this Section 9. Your obligations under this section shall survive the expiration or termination of this Agreement.

10. RESTRICTED RIGHTS

You acknowledge that elements of the Software constitute software and documentation and are provided as “commercial computer software” and “commercial computer software documentation” as defined in DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display, or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of this Agreement.

11. Feedback

RegScale shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations, or other feedback provided by you relating to the operation of the Software. Customer shall have no obligation to provide feedback or suggestions, and RegScale shall have no obligation to use feedback or suggestions.

12. DISPUTE RESOLUTION

Except for disputes that can be brought in small claims court, all disputes between you and RegScale, including any dispute regarding this Agreement, shall be exclusively settled through binding arbitration through the American Arbitration Association (“AAA”) pursuant to the AAA’s then-current rules for commercial arbitration. YOU AND REGSCALE AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor RegScale are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in this Agreement to the contrary, we agree that if RegScale makes any future material change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of RegScale.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each party hereby consents to the exclusive and personal jurisdiction and venue in the state and federal courts serving the Commonwealth of Virginia. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties irrevocably waive any right to a trial by jury. The English language version of this Agreement shall govern in lieu of any translation. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees.

13. GENERAL

You may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of RegScale and any such assignment shall be null and void. RegScale expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. You and RegScale shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. Any notice to you may be provided by email. This Agreement, including all referenced hyperlinks, constitutes the final agreement between you and RegScale, and is the complete and exclusive expression of your and RegScale’s agreement pertaining to the subject matter hereof. Any and all prior or contemporaneous written or oral correspondence, understandings, and agreements existing between the parties hereto and related to the subject matter hereof are expressly superseded by this Agreement. RegScale may change this Amendment or any of its components by updating this Amendment on https://regscale.com/legal/. Changes to the Agreement apply to any updates to the Software acquired or renewed after the date of modification. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. In addition, the terms of this Agreement shall control any conflicting, inconsistent, and/or additional standard terms or conditions on any purchase order, invoice or other document submitted by you, notwithstanding any provision to the contrary in any such document.

14. Questions, Complaints, and Claims

If you have any questions, complaints, or claims with respect to the Software, please contact us at: RegScale, Inc., 1775 Tysons Blvd FL 5, Tysons, VA 22102 or [email protected]. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.