End User License Agreement

GTP Software, Inc.

END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and GTP Software, Inc. (“Company”). This Agreement governs your use of any Company Cloud Services or Software (including all related documentation, the “Services”). The Services are licensed, not sold, to you. Your use of the Services is pursuant to Company’s Terms of Service between Company and its customer with whom you have business relationship (“Customer”). You are described as an Authorized User in the Terms of Service. Any capitalized terms not otherwise defined in this Agreement have the meanings given in the Terms of Service.

BY CLICKING “I AGREE…”, DOWNLOADING, INSTALLING, OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SERVICES.

1. License Grant. Subject to the terms of this Agreement and the Terms of Service, Company grants you a limited, non-exclusive, non-sublicensable, non-transferable license to: download, install, and use the Services for your personal use on a computer or other device owned or otherwise controlled by you or the Customer (“Device”) strictly in accordance with the Service’s documentation and the Terms of Service. If you access the Services on a mobile device, you acknowledge that your mobile carrier’s standard charges and data rates apply to any access to the Services from any Device. Further, your access to the Services may be limited by your mobile carrier’s terms and policies or by your Device’s settings, software, and hardware. Company is not responsible to provide the Services to you based on your Device’s requirements or limitations; and

2. License Restrictions. You shall not:

(a) copy, modify, adapt, translate or otherwise create derivative works or improvements of the Services;

(b) reverse engineer, decompile, disassemble, decode, adapt or otherwise attempt to discover the source code of the Services, in whole or in part;

(c) rent, lease, lend, sell, sublicense, assign, distribute, publish or otherwise transfer or make available rights in or to the Services;

(d) remove, delete, alter, or obscure any specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof;

(e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services;

(f) access or use the Services in any manner or for any purpose:

(i) that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Company customer);

(ii) to gather competitive information or compete directly or indirectly with Company; or

(iii) that violates any applicable law.

(g) harass, threaten, disrupt, or defraud other users or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;

(h) make unsolicited offers, advertisements, political campaigns, proposals, or send junk mail or “spam” to other users;

(i) impersonate another person or access another user’s account;

(j) share Company-issued passwords with any third party or encourage any other users to do so;

(k) upload any material that is damaging to computer systems or data of Company or users of the Services (e.g. viruses, corrupted files, or any other similar software files); or

(l) upload or post any material that is inappropriately violent, unduly graphic, pornographic, bigoted, derogatory, racist, or offensive.

3. Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company (and its licensors and service providers) reserve and retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Processing and Use of Your Information. You acknowledge that when you download, install, or use the Services, Company may use automatic means (including, for example, cookies and web beacons) to process information about your Device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others. All information processed through or in connection with the Services is subject to our Privacy Policy www.gogtp.com/privacy. By downloading, installing, using, and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

4. Content. The Services may provide you, the Customer, and other users with the ability to collect, upload, or otherwise process data, information, or other content (“Content”) through the Services. You acknowledge and agree that Company is not responsible for Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. You acknowledge that Company has the right, but no obligation, to monitor any data, information, or other materials that you upload to the Services. Company may remove any data, information, or other material that Company determines, in its sole discretion, violates the foregoing requirements; provided, that Company takes no responsibility and assumes no liability for any data, information, or other material that is uploaded to the Services by you.

5. Geographic Notice. The Services and processing of most, if not all information through the Services are based in the United States. You acknowledge that all information processed through the Services will be transferred and processed in the United States. If you access the Services or the Content from outside the United States, you are responsible for compliance with local laws.

6. Updates. Company may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:

(a) the Services will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

7. Third-Party Services. The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Services”). You acknowledge and agree that Company is not responsible for Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

8. Term and Termination.

(a) This Agreement commences when you download, install, or access the Services and acknowledge your acceptance of this Agreement and continues in effect until terminated by you or Company as set forth in this Section 9 (“Term”).

(b) You may terminate this Agreement by deleting the Services and all copies thereof from your Device.

(c) Company may terminate this Agreement at any time without notice if it ceases to support the Services, which Company may do in its sole discretion, or the Customer’s agreement with Company expires or terminates. In addition, Company may terminate this Agreement and your use of the Services, in its sole and absolute discretion, immediately and automatically without any notice if you violate or Company suspects that you have violated any of the terms and conditions of this Agreement.

(d) Upon termination:

(i) all rights granted to you under this Agreement also terminate; and

(ii) you must cease all use of the Services and delete all copies of the Services from your Device and account.

(e) Termination will not limit any of Company’s rights or remedies at law or in equity.

9. Disclaimer of Warranties. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11. Indemnification. You shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, arising from or relating to your use or misuse of the Services or your breach of this Agreement, including but not limited to the Content you submit or make available through this Services.

12. Export Regulation. The Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

13. US Government Rights. The Services are considered commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

14. Confidentiality. You acknowledge that the Services, related documentation, and other related materials are Company’s confidential information (“Confidential Information”). You shall only use Confidential Information for the Term and as limited herein. You shall take all steps necessary to prevent and retrain unauthorized use, disclosure, delivery, publication, dissemination, or reproduction of Confidential Information. You shall not disclose Confidential Information directly or indirectly to any third person, except to perform your obligations under this Agreement.

15. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Governing Law. Colorado law governs this Agreement without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services must be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in Douglas County. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

16. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Entire Agreement. This Agreement, the Terms of Service, and our Privacy Policy constitute the entire agreement between you and Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement govern.

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