GROUNDWORK MONITOR CORE SOFTWARE LICENSE AGREEMENT

NOTICE TO USER: THIS IS A CONTRACT. CUSTOMER MUST ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT IN ORDER TO OBTAIN THE RIGHT TO USE THE SOFTWARE DESCRIBED BELOW. If Customer does not agree with the terms and conditions of this Software License Agreement, return the Software media and all related materials to GroundWork, Inc. (“GroundWork”) or to the distributor from whom Customer obtained or purchased it. If Customer does not agree to the terms of this Software License Agreement, Customer may not use the Software.

1. Ownership. GroundWork owns the GroundWork Monitor Core software (the “Software”) and related documentation (the “Documentation”), which are protected by copyright and other intellectual property laws in the United States and other countries. GroundWork does not sell the Software and Documentation to Customer, but instead licenses them to Customer to use, subject to the terms and conditions of this Software License Agreement.
2. Software License. Customer is hereby granted a limited, revocable, non-exclusive, license to use the Software on one computer in object code (where compiled) only during the term of this Software License Agreement.
3. Transfer. Customer may not transfer, assign or license the Software or the Documentation to any third party.
4. Copying. Customer may not copy the Software, except as reasonably necessary to run, install or use the Software in accordance with the uses for which Customer has been granted a license. Customer may also make one (1) copy of the Software for back-up or archival purposes.
5. Modifications. Customer shall not modify the Software or Documentation without GroundWork’s prior written consent. Any modifications made to the Software shall be the exclusive property of GroundWork and shall be considered part of the Software, subject to the terms and conditions of this Software License Agreement. Customer hereby assigns all right, title and interest Customer may have in any such modifications to GroundWork, and agrees to execute any documents reasonably requested by GroundWork to evidence GroundWork’s ownership of such modifications.
6. Restrictions. The Software, and particularly the source code for the Software, includes proprietary, trade secret-information of GroundWork. Customer may not reverse engineer, decompile, or disassemble the Software, or encourage any third party to reverse engineer, decompile, or disassemble the Software, or otherwise attempt to obtain any source code for the Software not provided to Customer by GroundWork, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Customer agrees not to use the Software for the purpose of developing any product or service that competes with the Software.
7. Use by Others. Customer may not allow any third party to use the Software or have access to the Software, except for its employees and contractors working for Customer’s benefit who have agreed in writing to the restrictions applicable to the Software under this Software License Agreement.
8. Disclaimers and Limitations. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS.” GROUNDWORK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL GROUNDWORK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR BUSINESS INTERRUPTION. THE TOTAL, AGGREGATE LIABILITY OF GROUNDWORK SHALL IN NO EVENT EXCEED THE GREATER OF (I) TEN DOLLARS ($10) OR (II) THE TOTAL PAYMENTS GROUNDWORK HAS RECEIVED FROM CUSTOMER DURING THE YEAR IMMEDIATELY PRIOR TO THE EVENT ALLEGEDLY GIVING RISE TO THE CLAIM.
9. Term and Termination. This Software License Agreement will begin on the day that the Software is provided to Customer (the “Effective Date”) and continue in effect until terminated by GroundWork in its sole discretion. GroundWork may immediately terminate this Software License Agreement at any time by providing notice of termination to Customer. In the event this Software License Agreement is terminated, Customer must immediately cease all use of the Software and destroy all copies of the Software and all of its component parts, including the Documentation.
10. U.S. Government Restricted Rights. If the Software or the Documentation is to be used by an agent or agency of the U.S. Government, then the Software and Documentation provided to Customer shall be “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (“FAR”) and its successors and 48 C.F.R. 227.7202 of the Department of Defense FAR Supplement (“DFARS”) and its successors. In accordance with FAR 12.212 or DFARS 227.7202, as applicable, the Software and Documentation are provided to all U.S. Government end users with only those rights set forth in this Software License Agreement.
11. Export. Customer shall be solely responsible for Customer compliance with applicable export and import laws in connection with use of the Software, and shall defend and indemnify GroundWork and any distributor for any liabilities arising from Customer’s failure to so comply.
12. Independent Contractors. The relationship between and among GroundWork, Customer and any distributor is that of independent contractors, and nothing contained herein shall be construed a partnership, joint venture, co-ownership or otherwise as a joint or common undertaking or allow Customer to create or assume any obligation on behalf of GroundWork or any distributor for any purpose whatsoever.
13. Miscellaneous. This Software License Agreement shall be governed by, and construed in accordance with, the laws of the State of California and any applicable U.S. federal laws without regard to conflict of law provisions. The parties irrevocably consent to the jurisdiction and exclusive venue of the state and federal courts located in San Francisco, California, U.S.A., in connection with any action relating to this Software License Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Should Customer have any questions concerning this Software License Agreement, or if Customer desire to contact GroundWork for any reason, please contact us at GroundWork, Inc., 3300 Eagle Run Drive NE, Suite 202, Grand Rapids, MI 49525, USA.