AUTHORIZED USER AGREEMENT

1.1. Proprietary Rights. The Software is protected by copyright, trade secret, and other intellectual property laws. Authorized User is only granted certain limited rights to use the Software, and SSCS reserves all other rights in the Software not granted to Authorized User in writing herein.

1.2. Agreement to License. SSCS agrees to grant to Authorized User a limited, nonexclusive, nontransferable, revocable license to use the Software, solely for its own internal business purposes (the “License”), subject to this Agreement.

1.3. Limitation on License. Authorized User acknowledges and agrees that the Software is licensed, not sold. Authorized User acknowledges that each item of the Software licensed hereunder, including any subsequent updates provided by SSCS, is furnished to Authorized User under a nonexclusive, nontransferable license for use by Authorized Users only. All copies of the Software in whole or in part, including all updates, are and shall remain the property of SSCS or any third-party developer, and no title to or ownership of the Software, or any parts thereof, is transferred to Authorized User under the License.

2.1. Designated Hardware. The Software licensed hereunder will be configured and made available to Authorized User on designated hardware (“Designated Hardware”), which shall be agreed to by the Parties. Only Designated Hardware may operate the Software. Each unit of the Software licensed hereunder may not be used by more than one piece of Designated Hardware. Authorized User may replace the Designated Hardware on which Authorized User is authorized to use the Software, provided that the Software licensed to the Designated Hardware is reassigned in its entirety to another piece of Designated Hardware, such that the prior Designated Hardware is no longer configured to operate the Software.

2.2. Authorized Use. Authorized User may use the Software only on Designated Hardware and only at the number of Authorized User sites for which license rights have been purchased.

2.3. Authorized Modifications. The Software may be modified to fit Authorized User’s particular needs only with the assistance of SSCS and for a fee based upon SSCS’s then current schedule of charges for such services.

2.4. Confidentiality. Authorized User acknowledges and agrees that the software licensed hereunder constitutes SSCS’ valuable trade secrets. Authorized User agrees not to disclose or use any information which may be provided to Authorized User in SSCS’ software except in accordance with the terms of this Agreement. Authorized User agrees not to seek to discover or disclose any of SSCS’ trade secrets by disassembling, decompiling, or otherwise reverse engineering the software. Authorized User agrees to take all reasonable steps to protect SSCS’ software from theft or from use by others contrary to the terms of this Agreement.

3.1. Unlawful Use. Authorized User shall not use, nor permit any third party to use, the Software or any part thereof in a manner that violates any applicable law, regulation, or the License.

3.2. Third Party Access. Authorized User shall not provide access to or give any part of the Software to any third party.

3.3. Transfer. Without prior written consent of SSCS, Authorized User shall not license, sublicense, sell, resell, republish, transfer, assign, distribute, rent, or time-share the rights granted to Authorized User under the License, or copy or otherwise commercially exploit the Software or any part thereof in any way except in accordance with the rights granted hereunder.

3.4. Unauthorized Modifications. Authorized User shall not alter, modify, reverse engineer, decompile, or disassemble, translate, extract data structures or otherwise attempt to extract source code from the Software or any part thereof except in accordance with the rights granted hereunder.
3.5. Derivative Works. Authorized User shall not create derivative works based on the Software or works containing a substantial part of the Software.

3.6. Intellectual Property. Authorized User shall not remove any copyright or other proprietary or intellectual property rights notices or labels on or in the Software or any part, copy, or report generated therefrom or thereof.

3.7. Competitive Use. Authorized User shall not use the Software in order to (i) build a competitive product or service, or (ii) copy any ideas, features, or functions of the Software.

3.8. Disable Access. Authorized User shall not disable or circumvent the Security Devices or any access control or related process or procedure established with respect to the Software.

3.9. Authorized User Agents. Authorized User shall not permit any of the foregoing to be done by any person, including Authorized User’s employees, contractors, agents, or representatives.

4.1. Authorized Users. Only Authorized Users may access or use the Platform and each Authorized User’s access to the Platform requires valid login credentials.

4.2. Use of the Platform. During the Term of the Agreement with Authorized User, the Platform will be made available to Authorized User for access and use by Authorized Users in the manner prescribed by SSCS.

4.3. Revisions to Platform. SSCS may revise the Platform’s features and functions at any time, including without limitation by removing such features and functions.

4.4. Authorized User Responsibilities. Authorized User is responsible for all activity occurring under Authorized User’s user accounts and shall abide by all applicable laws, treaties, and regulations in connection with its use of the Platform.

4.5. Authorized User Cooperation. Authorized User hereby agrees that it will: (i) set up, maintain and operate in good repair all Authorized User information technology systems on or through which the Platform is accessed or used; (ii) provide SSCS with such access to Authorized User information technology systems as is necessary for SSCS to perform in accordance with this Agreement; and (iii) provide all cooperation and assistance as SSCS may reasonably request to enable SSCS to exercise SSCS’s rights and perform SSCS’s obligations to Authorized User.

4.6. Authorized User Data. SSCS does not claim ownership of and assumes no liability or responsibility with respect to information, materials, or data that is entered, uploaded, or inputted into the Platform by or on behalf of Authorized User (“Authorized User Data”). As between SSCS and Authorized User, all right, title, and interest in and to Authorized User Data will at all times be fully vested in Authorized User, except that, by posting, uploading, inputting, providing, submitting, or otherwise transmitting Authorized User Data to SSCS, Authorized User agrees to grant SSCS a royalty free, nonexclusive, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate such Authorized User Data to the extent reasonably required by SSCS in connection with the improvement of the functionality of the Platform and the performance of this Agreement to perform its obligations to Authorized User and improve, analyze, support and operate the Platform and Software and any other SSCS Platform or software.

4.7. Data Accuracy. Authorized User agrees that it, and not SSCS, will have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property rights of all Authorized User Data, and SSCS will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Authorized User Data. SSCS will have no responsibility or liability for the accuracy of any data uploaded or input through the Platform by Authorized User, including without limitation Authorized User Data and any other data uploaded.

4.8. Risk of Exposure. Authorized User acknowledges and agrees that its use of the Platform will utilize, in whole or in part, the public internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of the jurisdiction of Authorized User. Authorized User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, Authorized User assumes such risks. SSCS offers no representation, warranty or guarantee that Authorized User data will not be exposed or disclosed through errors or the actions of third parties.

4.9. Acceptable Use of the Platform. Authorized User shall not: (i) use the Platform in any way that would allow third parties to exploit the Platform; (ii) provide Platform passwords or other log-in information to any third party; (iii) share non-public Platform features or content with any third party; or (iv) access the Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform.

4.10. Unauthorized Access to the Platform. Authorized User shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting its passwords and other log-in information. Authorized User shall notify SSCS immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach.

4.11. Proprietary Rights to the Platform. SSCS retains all right, title, and interest in and to the Platform, including without limitation all software used to provide the Platform and all graphics, user interfaces, logos, and trademarks reproduced through the Platform. This Agreement does not grant Authorized User any intellectual property license or rights in or to the Platform or any of its components. Authorized User recognizes that the Platform and its components are protected by copyright and other laws.

5.1. Warranty Disclaimers. AUTHORIZED USER ACCEPTS THE PLATFORM AND SOFTWARE “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) SSCS HAS NO OBLIGATION TO INDEMNIFY OR DEFEND AUTHORIZED USER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) SSCS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (C) SSCS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SOFTWARE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT AUTHORIZED USER DATA WILL REMAIN PRIVATE OR SECURE.

6. Termination by SSCS. SSCS may terminate this Agreement if Authorized User fails to comply with any term or condition hereunder. If the fees due to SSCS for the License and access to the Platform are not paid when due, SSCS may immediately terminate Authorized User’s access to the Platform and revoke Authorized User’s License to use the Software. Additionally, SSCS shall have the right to terminate this Agreement if: (i) Authorized User makes any assignment of Authorized User’s business for the benefit of creditors; (ii) a petition in bankruptcy if filed by or against Authorized User; or (iii) a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of all or part of Authorized User’s property.

7.1. EXCLUSION OF INDIRECT DAMAGES. SSCS WILL NOT BE LIABLE TO THE AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS, LOSS OF MANAGEMENT OR OPERATION TIME, AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF SSCS HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF OR COULD HAVE FORESEEN SUCH CLAIMS.

7.2. LIMITATION OF DIRECT DAMAGES. THE ENTIRE LIABILITY OF SSCS TO THE AUTHORIZED USER FOR DIRECT DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF: (1) $100.00 OR (2) THE ACTUAL FEES PAID BY AUTHORIZED USER TO SSCS UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY INCIDENT UNDER WHICH OR IN RELATION TO WHICH THE LIABILITY ARISES.

8.1. Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with regard to the subject matter hereof, and no other agreement, oral or written, will be deemed to exist or to bind the Parties with respect to use of the Software or access to and use of the Platform.

8.2. Modification. SSCS has the right to modify this Agreement, including but not limited to the modification of any and all fees charged by SSCS, from time to time by providing Authorized User with notice of such modification via U.S. Mail, email or the Platform.
8.3. Waiver. No provision of this Agreement may be waived unless in writing signed by the Parties. Waiver of any provision of this Agreement shall not be deemed to be a waiver of any other provision herein. Failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision.

8.4. Further Action. Each Party covenants and agrees to execute such further documents and perform such further acts as may be reasonable and necessary to effectuate the purposes of this Agreement.

8.5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, devisees, and assigns.

8.6. Assignment. Authorized User shall not assign or transfer this Agreement or any portion thereof without the express written approval of SSCS, which approval may be given or withheld in SSCS’s sole and absolute discretion.

8.7. No Third Party Beneficiary. The provisions of this Agreement are for the benefit of the Parties and not for any other person or entity. Should any third party institute proceedings, this Agreement shall not provide any such person or entity with any remedy, claim, liability, reimbursement, cause of action, or other right.

8.8. Governing Law. The terms and provisions of this Agreement will be construed, interpreted and governed by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether in the State of California or in any other jurisdiction).

8.9. Sales Tax. Authorized User shall bear and pay, and shall reimburse SSCS for any sales or use tax that may become payable in connection with any goods or services provided under this Agreement.

8.10. Jurisdiction and Venue. The Parties hereby agree that any action arising out of this Agreement shall be brought in the state or federal courts located in or around the County of Monterey, State of California, and irrevocably submit to the exclusive jurisdiction of such courts.

8.11. Attorneys’ Fees. If any legal action is necessary to enforce the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that Party may be entitled.

8.12. Severability. The provisions of this Agreement are severable and should any provision be unenforceable for any reason, the balance nonetheless shall remain in full force and effect.

8.13. Headings. Titles and headings of this Agreement are for convenience and identification only and will not be deemed to limit, amplify or define the contents of the respective sections or paragraphs to which they pertain.