Innoslate End-User License Agreement (EULA) and Terms and Conditions

Definitions
"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration, or other consulting services.
"Subscription Service" means all of our web-based software solutions that you have subscribed to or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via a designated URL or an Innoslate Enterprise license file.

License Grant
SPEC Innovations hereby grants you a personal, non-transferable, non-exclusive license to use the Innoslate application on your devices in accordance with the terms of this EULA.
You are permitted to load the Application on devices (for example a server, PC, laptop, mobile, tablet, or the cloud) under your control. You are responsible for ensuring your device meets the minimum requirements of the Application.

You are not permitted to:
• Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the application nor permit the whole or any part of the application to be combined with or become incorporated in any other application, nor decompile, disassemble or reverse engineer the application or attempt to do any such
things.
• Reproduce, copy, distribute, resell or otherwise use the application for any commercial purpose.
• Allow any third party to use the application on behalf of or for the benefit of any third party.
• Use the application in any way which breaches any applicable local, national or international law.

Terms and Conditions
This End-User License Agreement ("EULA") is a legal agreement between you and SPEC Innovations. Please read this EULA carefully before completing the installation process and using the application. It provides a license to use the application and contains warranty information and liability disclaimers.

This EULA governs your acquisition and use of the Innoslate application ("Application") from SPEC Innovations. If you register for a free trial of the Application, this EULA will also govern that trial and contains the entire agreement between the parties. No writing or communication between the parties, including any purchase order or similar writing from you, shall be construed as the acceptance of any other terms by SPEC Innovations.

You agree that by clicking "accept" or installing and/or using the Application, you have accepted of the Application and agreed to become bound by the terms of this EULA.

If you are entering into this EULA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions.
This EULA applies only to the Application supplied by SPEC Innovations herewith regardless of whether any other application is referred to or described herein. The terms set forth in the EULA also apply to any SPEC Innovations updates, supplements, Internet-based services, and support services for the Application, unless other terms accompany those items on delivery. If so, those terms apply.

Intellectual Property and Ownership
SPEC Innovations shall at all times retain ownership of the application as originally downloaded by you and all subsequent downloads, updates, and supplements of the Application by you. The Application (and the copyright, and other intellectual property rights of whatever nature in the Application, including any modifications made thereto) are and shall remain the property of SPEC Innovations.

Termination
This EULA is effective from the date you first use the Application and shall continue until terminated. You may terminate it at any time upon written notice to SPEC Innovations.

The EULA will also terminate immediately if you fail to comply with any term of this EULA. Upon such termination, the license(s) granted by this EULA will immediately terminate and you agree to stop all access and use of the Application. The provisions that by their nature continue and survive will survive any termination of this EULA.

Governing Law
This EULA shall be interpreted and construed in accordance with the laws of the Commonwealth of Virginia. Any and all claims, controversies, and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the laws of the Commonwealth of Virginia, including its statutes of limitations, without giving effect to any conflict-of-laws or other rule that would result in the application of the laws of a different jurisdiction.

Disclaimers; Limitation Of Liability
Performance Warranty. SPEC Innovations warrants that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) SPEC Innovations will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to you if you only use the free account (Sandbox).
Correction of Non-Conformance. In the event of non-conformance with the Performance Warranty, SPEC Innovations will use commercially reasonable efforts to correct such non-conformance. If SPEC Innovations cannot correct such non-conformance within sixty (60) days from the date when you notified SPEC Innovations of the non-conformity (the
“Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If you terminate the Agreement for this reason, SPEC Innovations will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. Provided,
however, SPEC Innovations will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by SPEC Innovations, (ii) modification of the Subscription Service by anyone other than SPEC
Innovations, or modification of the Subscription Service by SPEC Innovations in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement.

THE FOREGONG PERFORMANCE WARRANTY AND CORRECTION OF NONCONFORMANCE SECTIONS STATE THE ENTIRE LIABILITY OF SPEC INNOVATIONS AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR NONCONFORMANCE THEREUNDER.

Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SPEC INNOVATIONS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE
STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN
ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE
AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Publicity
You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this by emailing marketing@specinnovations.com.
Customer Data Customer’s Proprietary Rights. You own and retain all rights to your data in the software. This EULA does not grant us any ownership rights to the data. You grant permission to us and our licensors to use the data only as necessary to provide the software to you and as otherwise permitted by this EULA. If you are using the software on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
Limits on SPEC Innovations. SPEC Innovations will not use data stored in Innoslate or Sopatra to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only to provide the software to you and only as permitted by applicable law and this EULA