End User Access Agreement

Dated: May 18th 2017

This agreement sets out the terms and conditions on which ContactEngine, Inc. (“we”, “us”, “our”, “ours”, “ContactEngine Incorporated”) grants you access to and use of ContactEngine (“ContactEngine”).  ContactEngine is licensed and not sold to you.

By accessing and/or registering to use ContactEngine, you agree to the terms and conditions of this agreement which bind you.  If you do not agree to the terms of this agreement, please refrain from using ContactEngine.  Please check these terms and conditions to ensure you understand the most up-to-date version which will apply at that time, and can be found at http://www.contactengine.com/us/euaa.

1.                Eligibility

1.1             To be eligible to access and use ContactEngine, you must: (a) be at least 18 years old; (b) be a duly authorized employee, agent or consultant of a client or partner of ours that has contracted with us for the use of ContactEngine (“Client or Partner”); and (c) agree to the terms and conditions of this agreement.

1.2             You represent and warrant to us that you are authorized by a Client or Partner to use ContactEngine (“Authorized End User”).

1.3             The Client or Partner shall be responsible for:

(a)             providing us with a unique email address for each Authorized End User which will enable his/her access to and use of ContactEngine as permitted hereunder;

(b)             advising us to revoke the access to ContactEngine of any Authorized End User who ceases his/her employment or contractual engagement with the Client or Partner, or should be denied access to ContactEngine for any other reason; and

(c)             ensuring that email addresses are not shared or rotated among Authorized End Users or issued on a concurrent-usage basis.

2.                Access and Use

Subject to your compliance with the terms and conditions of this agreement, we hereby grant you a non-exclusive, non-transferable license to access and use ContactEngine for the duration of the separate agreement between us and the Client and relating to the same, solely for use as part of the Client’s business operations.

3.                ContactEngine restrictions

3.1             Except as expressly set out in this agreement or as permitted by any local law, you agree:

(a)             to use commercially reasonable efforts to prevent any unauthorized access to or use of ContactEngine and, in the event of any such unauthorized access or use, promptly notify us;

(b)             not to, and not to attempt to:

(i)               copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of ContactEngine in any form or media or by any means; or

(ii)              reverse compile, disassemble, reverse engineer or otherwise reduce to human‑perceivable form all or any part of ContactEngine;

(c)             not to access all or any part of ContactEngine in order to build a product or service which competes with ContactEngine;

(d)             not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make ContactEngine available to any third party;

(e)             to include our copyright notice on all entire and partial copies you make of ContactEngine on any medium;

(f)               not to remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual pProperty or proprietary rights notices from ContactEngine, including any copy thereof;

(g)             not to provide or otherwise make available ContactEngine in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

(h)             to comply with all technology control or export laws and regulations that apply to the technology used or supported by ContactEngine.

For purposes of this Agreement, “Intellectual Property” means (a) patents, (b) copyrights, moral rights, works of authorship (including copyrights in computer software), and rights in data and databases, (c) trademarks, service marks, Internet domain names, trade dress, and trade names, together with all goodwill associated therewith, (d) registrations, applications, renewals and extensions for any of the foregoing in (a)-(c), (e) trade secrets, and (f) rights of privacy and publicity.

3.2             You warrant to us that all the information you provide to us is true and accurate to the best of your knowledge.

4.                Acceptable use restrictions

4.1             You must:

(a)             not use ContactEngine in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into ContactEngine or any operating system;

(b)             not infringe our Intellectual Property rights or those of any third party in relation to your use of ContactEngine (to the extent that such use is not licensed by this agreement);

(c)             not use ContactEngine to transmit any material that is defamatory, offensive or otherwise objectionable to either us or our Client or Partner in relation to your use of ContactEngine;

(d)             not use ContactEngine in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

(e)             not collect or harvest any information or data from any Platform or our systems or attempt to decipher any transmissions to or from the servers running ContactEngine.

5.                Intellectual property rights

We are the owner or the licensor of all Intellectual Property rights in ContactEngine, and in the material published on it.  All such rights are reserved.  You acknowledge that you have no rights in or to ContactEngine other than the right to access and use ContactEngine in accordance with the terms of this agreement.