End User License Agreement

This copy of Bookly, a cloud based software, ("the Software Product") and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Bookly, Inc. or its subsidiaries, affiliates, and suppliers (collectively "Bookly") own intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to use the Software Product is subject to these rights and to all the terms and conditions of this Bookly License Agreement, Bookly’s Privacy Policy (“Privacy Policy,” a copy of which may be found at https://www.bookly.co/privacy) and Bookly’s Terms of Service (a copy of which may be found at https://www.bookly.co/tos), which are hereby incorporated by reference as if fully set forth herein (collectively, the "Agreement").

Acceptance

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE "ACCEPT" OPTION OR BY IUSING OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO USE THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT "DECLINE" AND YOU MUST NOT USE, OR COPY THE SOFTWARE PRODUCT.

License Grant

This Agreement entitles you to use one copy of the Software Product. This Agreement does not permit the use of multiple copies of the Software Product, or the use of the Software Product on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users. Multiple copy use is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product.

Licensee hereby grants Bookly the right to collect usage data regarding Licensee’s use of the Software Product. Such data shall be used by Bookly solely to make improvements and enhancements to the Software Product.

Restrictions on Transfer

Without first obtaining the express written consent of Bookly, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

You may not use the Software except in accordance with applicable laws and regulations, nor may you export the Software from and outside the United States of America except as permitted under the applicable laws and regulations of the United States of America. You may not use the Software for, and will not allow the Software to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons.

Restrictions on Use

You may not use or copy, the Software Product on any system with more than one computer, or permit the use or copying of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use or copy the Software Product on any system with more than the number of computers permitted by license, or permit the use or copying by more users, or on more computers than the number permitted by license.

You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product.

You may not use the database portion of the Software Product in connection with any software other than the Software Product.

Restrictions on Alteration

You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion.

Disclaimer of Warranties and Limitation of Liability

UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY BOOKLY, BOOKLY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Bookly makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. Bookly makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. BOOKLY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

UNDER NO CIRCUMSTANCES SHALL BOOKLY, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF BOOKLY OR ANY OTHER PARTY, EVEN IF BOOKLY IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS BOOKLY'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

Limitations on liability, waivers and indemnities in this Agreement are business understandings between the parties and shall apply to all legal theories of recovery, including breach of contract or warranty, breach of fiduciary duty, tort (including negligence), and strict or statutory liability. In recognition of the relative risk and the benefits of the Software Product to the Licensee the risks have been allocated such that the Licensee agrees, to the fullest extent permitted by law, to limit the liability of Bookly to the Licensee for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Bookly to the Licensee shall not exceed the Bookly's total fee for the Software Product. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

No Duty to Correct Errors

You acknowledge and agree that Bookly has no obligation under this Agreement to correct any defects or errors in the Software furnished to You under this Agreement, regardless of whether You inform Bookly of such defects or errors or Bookly otherwise is, or becomes aware of, such defects or errors. To the extent Booklyprovides You with any updates or upgrades to the Software such updates and upgrades shall be deemed to constitute part of the Software and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Software.

Indemnification

To the fullest extent permissible pursuant to applicable law, you agree that you will defend, indemnify, and hold harmless Bookly, its parent, subsidiary and affiliated companies, each of the foregoing entities’ respective employees, officers, directors, representatives and agents from any and all claims, demands, causes of action, damages, losses, costs, and expenses in any way arising out of your use of the Software Product including without limitation (i) all matters related to your access to and use or your client’s access and use of the Software Products, (ii) your violation of any provision contained in this Agreement and/or any acts or omissions; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; (iv) any claims that your use of the Software Product caused damage to a third party, and/or (v) violations of any and all applicable laws, rules, or regulations from any jurisdiction; or from Bookly’s enforcement of this Agreement against you.

Termination

The Agreement will be in effect as of the date you accept this Agreement, or as of the date you first use the Software Product, whichever first occurs. This Agreement will terminate immediately without notice to you if you breach any term or condition herein. Bookly shall be entitled to terminate this Agreement without cause upon written notice to you. For purposes of this Agreement, e-mail shall be considered written notice. Upon termination for any reason, the following Sections will survive: Disclaimer of Warranties and Limitation of Damages; Limitation of Remedies and Damages; and Indemnification.

General

This Agreement will be governed by the laws of Utah, without regard to, or application of, rules or principles regarding conflicts of law. The state and federal courts located in Utah shall have sole and exclusive jurisdiction over any disputes arising under this Agreement, and you agree to submit to the personal jurisdiction of such courts. You acknowledge that Bookly will have the right to seek an injunction if necessary to prevent a breach of your obligations hereunder. If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. In the event that Bookly prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, Bookly will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal. The failure of Bookly to require your performance of any provision in this Agreement shall not affect Bookly’s full right to require such performance at any time thereafter; nor shall the waiver by Bookly of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. Subject to the next sentence, this Agreement is the complete and exclusive statement of the agreement between Bookly and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. In the event of conflict between the terms of this Agreement and the terms of any negotiated and mutually executed prior or contemporaneous agreement between you and Bookly , including without limitation, any of Bookly’s standard license agreements (a “negotiated agreement”), the terms and conditions of the negotiated agreement will control, except to the extent that the terms of this Agreement are in addition to those terms and specifically state that they only apply to this version of the Software.

In the event that there is no signed agreement between Bookly and you, the terms of this Agreement shall control exclusively. There shall be no force or effect to any different or additional terms, pre-printed or otherwise, of any related purchase order, confirmation or similar form issued by you and/or Bookly even if signed by the parties.

You hereby agree to comply with all terms and conditions in Bookly’s Terms of Use (https://www.bookly.co/tos) and Privacy Policy (https://www.bookly.co/privacy).

Last updated 7/31/17