AecorSoft, Inc.
8201 164th Ave NE, Suite 200
Redmond, WA 98052, USA
Tel: +1-425-835-2130
www.aecorsoft.com

END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("EULA") sets out the legal agreement between AecorSoft, Inc., a Washington corporation having an address located at 8201 164th Ave NE, Suite 200, Redmond, WA 98052, USA ("AecorSoft"), and you (either an individual or a legal entity) ("you" or "your"), each a "Party" and together the "Parties".

This EULA governs your use of the licensed AecorSoft software product which may be found at www.aecorsoft.com (the "Software Product") and made available to you either directly from AecorSoft or indirectly through a Reseller. You must carefully read this EULA which sets forth the terms and conditions by which you may access and use the Software Product. This EULA forms a legally binding agreement between you, as a user of the Software Product, and AecorSoft.

By downloading, installing or using the Software Product, you acknowledge and agree that all such use is subject to this EULA. You may choose not to accept the terms of this EULA, in which case you may not use the Software Product. You may withdraw your acceptance at any time by uninstalling the Software Product.

1. DEFINITIONS

In this EULA, the following definitions apply:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with you, where "control" means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies.

"Authorized Contractor" means a third-party contractor, outsourcer or service provider that installs, operates or uses the Software Product solely on behalf of you or your Affiliates.

"Device" means a single computer, device, workstation, terminal, or other digital electronic or analogue device.

"Documentation" means AecorSoft's user guides and technical documentation for the Software Product, as updated from time to time.

"Instance" means a copy of the Software Product installed within a single operating environment.

"License" means the Trial or Subscription License, as indicated in an Order, granted by AecorSoft to you in view of using and accessing the Software Product.

"Order" means the commercial proposal, quote, purchase order or other document by which you order one or more Licenses from AecorSoft or a Reseller and which is signed or otherwise accepted by both you and AecorSoft, or by both you and the Reseller (as applicable), together with any quote or license confirmation issued by AecorSoft for that purchase. Where you purchase through a Reseller, the licensed scope (including any per Instance, data source, data destination and other restrictions) is as stated in AecorSoft's quote or license confirmation, which prevails over any other document as to licensed scope.

"Reseller" means any reseller, distributor or other channel partner authorized by AecorSoft, whether directly or through another authorized Reseller (for example, a reseller that purchases through an AecorSoft-authorized distributor), from which you purchase a License to the Software Product.

"Subscription Period" means the period during which you are authorized to use the Software Product under a subscription license, as specified in an Order.

"Support Policy" means AecorSoft's support and maintenance terms in force from time to time, as published or made available by AecorSoft.

"Third-Party Systems" means any third-party software, systems, databases, applications or cloud platforms that you connect to or use with the Software Product.

"Trial Period" means thirty (30) calendar days, or such other time period specified in the Order, during which you are authorised to use the Software Product under a trial license.

2. ORDER

The form of license granted to you by AecorSoft under Section 3 of this EULA shall be indicated in the Order. All Orders shall be governed by the terms of this EULA and the terms set out in the applicable Order. Each Order shall be subject to approval by AecorSoft (or its Reseller) and represents your irrevocable commitment to purchase and pay for the Software Product stated in the Order.

Notwithstanding the foregoing, any downloading, installing or use of the Software Product is at all times subject to the terms of this EULA regardless of whether an Order has been approved by AecorSoft (or Reseller).

3. SOFTWARE PRODUCT LICENSE

Subject to your compliance with the terms of this EULA, AecorSoft grants you one of the following licenses, as specified in your Order. You acknowledge that all intellectual property rights in the Software Product anywhere in the world belong to AecorSoft and are protected by law, that rights in the Software Product are licensed (not sold) to you, and that you have no rights in, or to, the Software Product other than the limited right to use them in accordance with the terms of this EULA. All intellectual property rights remain the sole and exclusive property of AecorSoft and its licensors.

Trial version:

Where the Order specifies a trial or evaluation license or period, AecorSoft grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license for the Trial Period to install and use one Instance of the Software Product on a Device solely for internal testing and evaluation purposes and to provide feedback to AecorSoft.

Under the terms of this license, the Software Product may not be used for production or commercial purposes. Following the expiry of the Trial Period, the Software Product will automatically lose full functionality. If you desire to use the Software Product after the completion of trial license, you will need to acquire a subscription license to the Software Product through an Order.

Subscription version:

Where the Order is made on an ongoing subscription basis, and subject to timely payment of all fees due and payable under each applicable Order, AecorSoft grants you a limited, non-exclusive, non-transferable, non-sublicensable license for the Subscription Period to install and use the Software Product (including all of its components provided to you, such as server, client, command-line and SAP add-on components) solely for your internal business purposes, which includes the internal business purposes of your Affiliates. This license is subject to the applicable per Instance, data source, data destination and other restrictions described in the Order. Your Affiliates and Authorized Contractors may install, operate and use the Software Product on your behalf within those restrictions, provided that you ensure that they comply with this EULA, and you remain responsible for their acts and omissions.

4. YOUR OBLIGATIONS

You shall not, and shall not permit any person to:

4.1. reverse engineer, decompile, disassemble, repackage, copy, modify, adapt, translate or otherwise attempt to learn any source code, structure, designs, algorithms, or other items underlying the Software Product;

4.2. create any derivative works or develop any products, modules, add-ons or other applications, features or functionality based upon the Software Product via any means;

4.3. rent, lease, sublicense or assign the Software Product or any copy thereof, including any related documentation, or redistribute the Software Product, including installation files, installed files, user guides, and/or source code, outside of your company (other than to your Affiliates and Authorized Contractors as permitted under Section 3);

4.4. use the Software Product to store or transmit infringing, defamatory, threatening, offensive, abusive, obscene, libelous, or otherwise unlawful or tortious information or material or to store or transmit information or material in violation of third-party privacy rights or intellectual property rights, or in any way that is inconsistent with law;

4.5. interfere with or disrupt the integrity or performance of the Software Product or use the Software Product to execute, store or transmit malicious code;

4.6. introduce into any system, network, product or data, any time bomb, Trojan Horse, worm, drop dead device, virus or other computer software routines designed to permit access to, use of, deletion of or interference with operation of any aspect thereof that is unauthorized;

4.7. introduce any self-destruction mechanism, illicit code, automatic restraint, or other mechanism that may interfere with AecorSoft's abilities to exercise its rights under this EULA or other computer operations, including with respect to any other users of the Software Product; and

4.8. remove any copyright, trademark, patent, or other proprietary notices or labels from the Software Product.

You acknowledge that the add-on provided to you in an executable binary form may be used solely in conjunction with the Software Product and the authorized APIs and systems identified by AecorSoft. Furthermore, you agree to:

(i). comply with any and all reasonable instructions, standards and protocols issued by AecorSoft from time to time with respect to the Software Product;

(ii). use commercially reasonable efforts to prevent unauthorized access to or use of the Software Product, and to notify AecorSoft promptly of any such unauthorized access or use;

(iii). implement and maintain adequate internal security measures in connection with the use of the Software Product and immediately notify AecorSoft if you suspect a breach of your security measures;

(iv). use at least industry-standard virus protection practices to protect your systems, networks, products and infrastructure against viruses, worms, or other similar security threats;

(v). ensure and be responsible for the accuracy of all data entered by you or provided to AecorSoft by whatever method in using the Software Product; and

(vi). obtain and maintain all licenses required for SAP systems and any other Third-Party Systems, and comply with the license terms and policies of their vendors, including, for SAP systems, SAP's policies on the use of SAP-published APIs.

Unless otherwise specified in the applicable Order, all fees are due and payable annually in advance of each annual subscription period. Fees are quoted net of applicable taxes, and are non-cancellable and non-refundable upon AecorSoft's (or the Reseller's) acceptance of the applicable Order. You are solely responsible for, and shall pay all costs and expenses for: (a) all communications, hardware and software needed to use the Software Product; (b) ensuring the compatibility of your network, systems, products and applications for use in connection with the Software Product; and (c) determining the suitability of those items for such purposes. You further agree to: (y) provide any consents necessary under this EULA to allow AecorSoft to provide the Software Product; and (z) cooperate reasonably in all respects, including with respect to implementation, access, support, and maintenance of the Software Product.

You shall be responsible for ensuring the security and confidentiality of your passwords. You acknowledge that you will be solely responsible for all liabilities incurred through use (permitted or unpermitted) of any passwords.

5. WARRANTY DISCLAIMER

AECORSOFT WARRANTS THAT THE SOFTWARE PRODUCT SHALL MATERIALLY CONFORM TO THE SPECIFICATIONS SET OUT IN THE DOCUMENTATION. EXCEPT FOR THE FOREGOING, THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR THAT THE SOFTWARE PRODUCT IS FREE FROM BUGS, ERRORS OR MISTAKES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. YOUR ABILITY TO ACCESS AND/OR USE THE SOFTWARE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS THAT ARE OUTSIDE THE CONTROL OF AECORSOFT AND AECORSOFT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OR LIABILITIES RESULTING FROM SUCH PROBLEMS, OR WITH RESPECT TO ANY SYSTEMS, HARDWARE OR SOFTWARE APPLICATIONS SEPARATELY LICENSED OR PROCURED BY YOU. AECORSOFT DISCLAIMS ANY WARRANTY, REPRESENTATION, OR GUARANTY AS TO THE POTENTIAL SUCCESS OF YOUR BUSINESS OPERATIONS AS CONTEMPLATED BY THIS EULA.

6. LIMITATIONS ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AECORSOFT NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION, LOST OPPORTUNITIES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR OF INABILITY TO USE THE SOFTWARE PRODUCT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AECORSOFT'S TOTAL AGGREGATED LIABILITY FOR ANY AND ALL LOSSES, DAMAGES, COSTS, CLAIMS OR EXPENSES SUFFERED BY YOU OR ANY OF YOUR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS OR AGENTS DURING OR AFTER THE TERM OF THIS EULA AND ARISING OUT OF OR IN CONNECTION WITH THIS EULA, THE SOFTWARE PRODUCT, OR ANY BUSINESS ACTIVITY OF AECORSOFT OR YOU SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF: (I) TWELVE MONTHS' FEES PAYABLE UNDER THE APPLICABLE ORDER; AND (II) TWENTY-FIVE THOUSAND DOLLARS ($25,000.00). ANY AND ALL CLAIMS FOR RELIEF OR REMEDIES OF ANY KIND UNDER THIS EULA MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE THE CLAIM AROSE; OTHERWISE, ANY AND ALL SUCH CLAIMS FOR RELIEF AND REMEDIES SHALL BE BARRED AND WAIVED FOREVER THEREAFTER.

Without prejudice to any of the foregoing, AecorSoft will in no event have any responsibility for or related to any difficulties, problems, damages, losses or other liabilities caused by: (a) the operation, combination or integration of the Software Product with any hardware or software not supplied or approved by AecorSoft; (b) any modifications to the Software Product not performed by AecorSoft; and (c) any abuse or incorrect use of the Software Product, including with hardware and/or software which are incompatible with the Software Product.

You acknowledge that you have entered into this EULA after due consideration and in the knowledge that AecorSoft's liability is limited in accordance with this EULA. Further, the limitations of liability as set forth in this Section 6 are a material inducement to AecorSoft's entry of this EULA. If there is a conflict between this Section 6 and any other term of this EULA, this Section 6 shall prevail. Nothing in this EULA limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

7. TERMINATION

AecorSoft may suspend or terminate your right to use the Software Product at any time without notice if you commit a material breach of any term of this EULA provided that, if the breach is capable of being remedied, you will have fifteen (15) days from receipt of a notice from AecorSoft advising of the breach to cure such breach, and failure to cure such breach may result in suspension or termination of this EULA upon expiration of such fifteen (15) day period.

Upon termination of this EULA, or expiry of the Trial Period or the Subscription Period (as applicable), your rights to access or use the Software Product shall immediately end, and you must cease all use of the Software Product and remove and destroy all copies of the Software Product and any components thereof from all Devices.

8. CONFIDENTIALITY AND DATA

If you receive any information or materials from AecorSoft, which are either marked confidential, otherwise identified as confidential or otherwise clearly confidential in nature ("Confidential Information"), you will not use such Confidential Information except as required to use the Software Product and will not disclose it to anyone else.

The Software Product is installed, hosted and operated in your own environment. It does not transmit your data to AecorSoft, and AecorSoft has no access to your systems or data, except for information that you choose to share with AecorSoft for support purposes, such as log files, configuration details or screen-sharing sessions that you initiate and control ("Support Information").

AecorSoft will keep Support Information confidential, use it only to provide support to you, protect it using reasonable security measures, and delete it on your request or when it is no longer needed for support. You should avoid sharing personal data with AecorSoft. To the extent that Support Information contains personal data, AecorSoft will process it only to provide support to you and in accordance with applicable data protection laws.

9. INDEMNITY

AecorSoft agrees to indemnify, hold harmless, and defend you from and against any and all claims, losses, damages, costs, expenses, lawsuits, proceedings, judgements and other liabilities of any kind that you incur or suffer that arise or result from any third-party claim that the Software Product, used in accordance with this EULA and the Documentation, infringes that third party's patent, copyright, trademark or trade secret rights, provided that AecorSoft shall not be liable under this indemnity where the claim arises from: (a) your acts and/or omissions with respect to the Software Product and/or your use of the Software Product in violation of this EULA or applicable law; (b) any modification of the Software Product not made by AecorSoft; (c) the combination of the Software Product with any software, hardware, data or processes not supplied by AecorSoft, where the claim would not have arisen without such combination; (d) your use of a superseded version of the Software Product where use of the current version would have avoided the claim; or (e) any claim by the owner, licensor or vendor of any Third-Party System relating to your license for, or use of, that Third-Party System.

If your use of the Software Product is, or in AecorSoft's opinion is likely to be, the subject of an infringement claim, AecorSoft may, in its sole discretion and expense: (i) modify or replace the infringing Software Product as necessary to avoid infringement, provided that the replacement Software Product is substantially similar in functionality; (ii) procure the right for you to continue using the infringing Software Product; or (iii) terminate the affected License and, upon your return or certified destruction of the infringing Software Product, refund: (A) for a subscription license, a pro-rata portion of the prepaid fees for the remainder of the then-current Subscription Period; and (B) for any perpetual license, the license fee less straight-line depreciation over a three (3) year useful life. If you purchased the License through a Reseller, AecorSoft will pay the refund to the Reseller or distributor from which AecorSoft received payment for that License, which (together with any other Reseller between it and you) is responsible for any refund to you.

You agree to indemnify, hold harmless, and defend AecorSoft from and against any and all claims, losses, damages, costs, expenses, lawsuits, proceedings, judgements and other liabilities of any kind that AecorSoft incurs or suffers that arise or result from: (a) your acts and/or omissions with respect to the Software Product, including with respect to your use of the Software Product in violation of this EULA; (b) any claim that any information or materials supplied by you infringe a third party's intellectual property or other rights; and (c) any claim by the owner, licensor or vendor of any Third-Party System relating to your license for, or use of, that Third-Party System.

10. GENERAL

Force Majeure. AecorSoft will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic or pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, or your equipment, loss and destruction of property, or any other circumstances or causes beyond AecorSoft's reasonable control.

Upgrades or modifications. Updates or upgrades may be licensed to you by AecorSoft during maintenance period. If there is mandatory update or upgrade, e.g., due to the security or legal requirement, AecorSoft shall inform you proactively and provide the updates or upgrades during the maintenance period. Support and maintenance, including updates and upgrades that AecorSoft makes generally available, are included in your subscription during the Subscription Period and are provided in accordance with the Support Policy.

Severability. Should any provision of this EULA be invalid, illegal or unenforceable in any respect, such provision shall be deemed modified to the minimum requirements of law to exclude such unenforceable application, and shall not affect the validity and enforceability of any other part of this EULA.

Governing Law and Dispute Resolution. This EULA shall be governed by and construed in accordance with the laws of the State of Washington, United States, without giving effect to any choice or conflict of law provision or rule.

Except for claims of infringement or misappropriation of patent, copyright, trademark, or trade secret, any and all disputes arising under or related in any way to this EULA or your use of the Software Product, must be resolved through binding arbitration. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any aspect of the Software Product. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitrator's ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in the State of Washington, United States. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

You agree to comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Software Product or any AecorSoft intellectual property outside the United States. You further agree not to use, export or re-export the Software Product in violation of the export control or sanctions laws of the United States, the United Kingdom or the European Union, including by making it available in, or to any person located in, any country or region subject to comprehensive sanctions or embargoes under those laws.

Remedies. You acknowledge and agree that monetary damages would not be a sufficient remedy for any breach (or threatened breach) of this EULA by you and that AecorSoft shall be entitled to seek injunctive and other equitable relief (including temporary, preliminary, and permanent injunctive relief) in any court of competent jurisdiction to prevent or restrain any actual or threatened breach of this EULA by you, as a remedy for any such breach (or threatened breach), without proof of damages. You further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for a breach of this EULA, but will be in addition to all other remedies available at law or in equity. No failure or delay by a Party in exercising any right, power or privilege under this EULA shall operate as a waiver thereof, and no modification hereof shall be effective, unless in writing and signed by the Parties hereto.

Miscellaneous. This EULA and the applicable Order is the entire understanding between you and AecorSoft and supersede all prior or contemporaneous representations, undertakings, advertising or communications of any kind whatsoever relating to the Software Product and you acknowledge that in entering into this EULA you have not relied on any statement, representation, advertising, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this EULA. No variations or changes herein shall be binding upon any Party hereto unless set forth in a document duly executed after the date of this EULA by both Parties. Any waiver by a Party of a breach of any provision in this EULA shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision of this EULA. You shall not assign nor transfer all or any of your rights, benefits and obligations under this EULA without the prior written consent of AecorSoft. AecorSoft may assign or otherwise transfer this EULA, in whole or in part, to a third party without written approval of or notice to you. This EULA creates no third-party beneficiary rights. The termination or expiry of this EULA shall not affect any rights or obligations which by their nature are intended to survive.

GENERAL NOTICES

For any questions or notices relating to this EULA, you may contact AecorSoft at:

AecorSoft, Inc.
8201 164th Ave NE, Suite 200
Redmond, WA 98052, USA

AecorSoft EULA