Cloud Elements Inc. End User License Agreement

This End User License Agreement (“Agreement”) is a legal agreement between you and Cloud Elements, Inc., (“CE”) for access to CE’s Element Manager software application accompanying this Agreement together with any associated, media, printed materials and “online” or electronic documentation and including any prebuilt, packaged integration software that enables a connection to a specific cloud application or cloud service endpoint (an “Element”) or formulas created through use of CE’s Element Manager software application (“Licensed Software”). BY CLICKING ON THE “AGREE” BUTTON AND ACCESSING THE LICENSED SOFTWARE YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS THE LICENSED SOFTWARE.

1. LICENSE. Subject to the terms of this Agreement, CE grants to you a limited, nontransferable, nonexclusive, nonassignable, revocable, royalty-free, fully paid, worldwide license (without the right to sublicense) to access and use the Licensed Software in executable object code format only solely for your internal business purposes.

2. RESTRICTIONS. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Licensed Software or make the Licensed Software available to any third-party; (b) you shall not modify, alter, enhance, make derivative works of, translate, decompile, recompile, update, disassemble, derive source code, reverse compile or reverse engineer all or any part of the Licensed Software, or merge the Licensed Software into any other software; (c) you shall not access the Licensed Software in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Licensed Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; (e) any future release, update, or other addition to functionality of the Licensed Software provided by CE (if any) shall be subject to the terms of this Agreement unless CE expressly states otherwise; and (f) you may not remove, alter, or obscure any product identification, copyright and any other intellectual property marks, labels, or other notices on the Licensed Software.

3. OWNERSHIP. The Licensed Software is licensed and not sold, and all worldwide patents, copyrights, mask works, trade secrets, proprietary rights, and other intellectual property rights of the Licensed Software and any Elements or formulas created by you through use of the Licensed Software are the exclusive property of CE and, if applicable, its suppliers. All rights in and to the Licensed Software not expressly granted to you in this Agreement are reserved by CE and its suppliers.

4. THIRD-PARTY SOFTWARE. Certain items of software included with the Licensed Software may be licensed from third-parties or include open-source software (“Third-Party Software”) and subject to the terms and conditions provided by such third-parties. Third-Party Software is not subject to the terms and conditions of Sections 1 and 2. Instead, each item of Third-Party Software is licensed under the terms of the license that accompanies such Third-Party Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for the Third-Party Software.

5. DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT: (A) THE LICENSED SOFTWARE AND, UNLESS OTHERWISE SPECIFIED, ANY THIRD-PARTY SOFTWARE IS PROVIDED TO YOU ON AN “AS-IS” BASIS; (B) CE PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE LICENSED SOFTWARE OR THIRD-PARTY SOFTWARE UNDER THIS AGREEMENT; (C) CE AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE LICENSED SOFTWARE OR THIRD-PARTY SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (D) CE DOES NOT WARRANT THAT USE OF THE LICENSED SOFTWARE OR THIRD-PARTY SOFTWARE WILL BE UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED SOFTWARE OR THIRD-PARTY SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE OR OPEN SOURCE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE EFFECTIVE DATE (HEREINAFTER DEFINED). THE WARRANTY DISCLAIMER SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN CE AND YOU. CE WOULD NOT BE ABLE TO PROVIDE THE LICENSED SOFTWARE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. THE WARRANTY DISCLAIMER INURES TO THE BENEFIT OF CE’ SUPPLIERS.

Nothing contained in this Section 5 shall preclude or prohibit CE from providing updates, patches, bug fixes, maintenance or other modifications to the Licensed Software in its sole discretion (“CE Modifications”).

6. LIMITATION OF LIABILITY. IN NO EVENT WILL CE BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, DIMINUTION OF VALUE, EQUIPMENT OR SOFTWARE DOWNTIME, LOSS OF BUSINESS, EXPECTED REVENUES OR ANY CONSEQUENTIAL, PUNITIVE, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF CE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CE’S TOTAL AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU HEREUNDER, OR IF NO LICENSE FEES HAVE BEEN PAID $100. IN ADDITION, CE DISCLAIMS ALL LIABILITY OF ANY KIND OF CE’S SUPPLIERS.

7. INDEMNITY. You will indemnify and hold CE 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 Agreement.

8. COLLECTION OF INFORMATION. In connection with your use of the Licensed Software, CE collects and may retain certain information that you provide, including: certain metadata; data arising from or related to actions or changes to endpoint resources (e.g., webhook events and polling data for new or modified data at the endpoint); authentication information such as token and refresh tokens; and computer or device configuration information. You hereby consent to the collection of such information. Notwithstanding the foregoing, in no event will CE collect any personally identifiable data or information deriving from your use of the Licensed Software.

9. TERM AND TERMINATION. This Agreement and the licenses granted hereunder are effective on the earlier of date you access the Licensed Software or click “AGREE” (“Effective Date”) and shall continue unless this Agreement is terminated by either party pursuant to this Section 9. CE may immediately terminate this Agreement upon notice to you in the event that you materially breach any term of this Agreement. You may terminate this Agreement at any time, for any reason by sending either an email to support@cloud-elements.com with your name and the subject “TERMINATION” or a letter by United States mail to: Cloud Elements Support, 3001 Brighton Blvd. Suite #642, Denver, CO 80216 United States or to such other address as CE may specify in writing by posting the new address on the CE website. Upon termination: (a) the license granted in Section 1 shall terminate; (b) you agree to cease accessing and using the Licensed Software; and (c) the terms of Sections 2 through 8, and 10 through 17 will remain in effect.

10. FOR U.S. GOVERNMENT END USERS. The Licensed Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Licensed Software is provided to U.S. Government End Users (a) only as a commercial end item and (b) with only those rights as are granted to all other customers pursuant to the terms and conditions herein.

11. EXPORT. The Licensed 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 hereby acknowledge that CE has the responsibility to obtain authorization to export, re-export, or import the Licensed Software and related technology, as may be required. You agree to strictly comply with all applicable laws and regulations, including any prohibition on exporting or re-exporting the Licensed Software in any form in violation of the export or import laws of the United States or any foreign jurisdiction.

12. WAIVERS. Any waivers must be in writing and specified as a waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13. NO MAINTENANCE OR SUPPORT. CE is not required to provide any maintenance or support services with respect to the Licensed Software under this Agreement. CE may provide support of the Licensed Software through its website at https://cloud-elements.com/support.

14. SEVERABILITY. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, you agree that Section 6 will remain in effect notwithstanding the unenforceability of any provision in Section 5.

15. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, but without giving any effect to the choice of law principles thereunder. You and CE (the “Parties”) agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties irrevocably and unconditionally agree not to commence any action, litigation, or proceeding of any kind whatsoever arising from or relating to this Agreement and all contemplated transactions, in any forum other than the US District Court for the District of Colorado or the courts of the State of Colorado sitting in the City and County of Denver, and any appellate court from any thereof. The Parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to bring any such action, litigation, or proceeding only in the US District Court for the District of Colorado or, if such court does not have subject matter jurisdiction, the courts of the State of Colorado sitting in the City and County of Denver. Further, the Parties agree that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

16. INJUNCTIVE RELIEF. You agree that a breach of this Agreement will adversely affect CE’s proprietary rights in the Licensed Software may cause irreparable injury to CE for which monetary damages would not be an adequate remedy and CE shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.

17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and CE regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended by CE at any time upon providing notice to you. The terms of any purchase order or similar document submitted by you to CE will have no effect.

QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to support@cloud-elements.com.