Digital-Clay End User License Agreement

IMPORTANT – READ CAREFULLY: This EULA is a legal agreement between You (either an individual or a single entity) and Sales Force Management Software, Ltd. also known as Digital-Clay (“Digital-Clay”), covering your use of the Digital-Clay platform software and its upgrades (“Software Product”), License Keys and documentation (all defined as the “Software”). By installing, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this license. If you do not agree to the terms of this license, do not install, copy, download, access or use the Software.

The Software accompanying this EULA is protected by international copyright and intellectual property laws and it is licensed, not sold, to you by Digital-Clay, for use only under the terms of this EULA, and Digital-Clay reserves any rights not expressly granted to you in writing. The rights granted are limited to Digital-Clay’s intellectual property rights in the Software and do not include any other patents or intellectual property rights.

GRANT OF LICENSE

This EULA grants you the following rights: Installation and use. You may install and use an unlimited number of copies of the Software Product. A single Digital-Clay License Key, however, may only be installed or used on a single machine at a time. These rights are non-transferable.

Annual Licenses and Limited Term Licenses: If you license the Software under an annual license or other limited term, then you may only use the Software during the term of the license agreement, and you must cease all use of the Software upon the expiration of your license agreement.

Trial Versions: If you received a trial version of the Software for your limited evaluation, it is programmed to cease functioning on a certain date and you must cease all use of the Software upon the expiration of the trial period. A License Key must be purchased before any further use of the Software.

All License Keys are automatically activated for a specific machine. If internet access is blocked, License Keys may have to be activated manually. If a machine undergoes significant hardware changes, or the software is transferred to another machine, the customer must notify Digital-Clay so that the license can be re-activated on the new machine. There is no limit to the amount of times a license can be transferred to new machines.

ADDITIONAL RESTRICTIONS

You may not reverse engineer, decompile or disassemble the Software, except and only to the extent expressly permitted by applicable law. You may not modify, adapt, translate, rent, lease, loan or create derivative works based upon the Software or any part thereof.

You may not alter the data in the database directly without going through Digital-Clay applications and/or API, without Digital-Clay’s prior written consent.

You may not transfer or assign your rights under this EULA to another party without Digital-Clay’s prior written consent.

BACKUPS AND SECURITY

You are solely responsible for backups and security, You are solely responsible for the data and for ensuring full compliance with all applicable laws, including all privacy and data protection laws.

DATA

You retain ownership rights over any data records you add to the system, as well as any data imported into the database by Digital-Clay for you. You are solely responsible for any privacy or legal issues with proprietary data belonging to a third-party that is stored in the database.

TERMINATION

This EULA is effective until terminated. If the Software is licensed under an annual license, trial period or other limited term license, it will immediately terminate upon expiration of the license term, and you must cease all use of the Software upon the expiration of the license term unless you have paid to renew the license prior to its expiration. This EULA will terminate automatically without notice from Digital-Clay if you fail to comply with any provision of this EULA. Upon such termination you must delete the Software, all accompanying written materials and all copies thereof. All limitations of liability in this EULA will survive any termination or cancellation of this EULA.

WARRANTIES

Limited Warranty: Digital-Clay warrants for a period of ninety (90) days from your date of purchase of a License Key that the Software as provided by Digital-Clay will perform substantially in accordance with the accompanying documentation. Digital-Clay’s entire liability and your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at Digital-Clay’s option, replacement of the Software, refund of the purchase price, or update of the Software.

This limited warranty is the only warranty provided by Digital-Clay and Digital-Clay expressly disclaim all other warranties, conditions or other terms, either express or implied, including but not limited to implied warranties, conditions or other terms of merchantability, satisfactory quality and/or fitness for a particular purpose with regard to the Software and accompanying written materials. Furthermore, there is no warranty against infringement of third party proprietary rights by the Software. Digital-Clay does not warrant that the operation of the Software will be uninterrupted or error-free, or that defects in the software will be corrected. No oral or written information or advice given by Digital-Clay shall create a warranty.

NO LIABILITY FOR DAMAGES

Exclusion: In no event will Digital-Clay, its parent, subsidiaries, or any of its licensors, directors, officers, employees or affiliates of any of the foregoing be liable to you for any consequential, incidental, indirect or special damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information and the like) or direct loss of business, business profits or revenue, whether foreseeable or unforeseeable, arising out of the use of or inability to use the Software or accompanying written materials, regardless of the basis of the claim (whether under contract, negligence or other tort or under statute or otherwise howsoever arising) and even if Digital-Clay or a Digital-Clay representative has been advised of the possibility of such damage.

Limitation: Digital-Clay’s total liability to you for damages for any cause whatsoever not excluded by the above clause, howsoever caused (whether in contract, negligence or other tort, under statute or otherwise howsoever arising) will be limited to the money paid for the software that caused the damages in the previous 12 months. The parties agree that this limitation of remedies and damages provision shall be enforced independently of and survive the failure of essential purpose of any warranty remedy.

Indemnification: The Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the software or services.