EULA

InRule Technology, Inc.
InRule® Software
END USER LICENSE AGREEMENT
 (this “EULA”)

InRule Technology, Inc., a Delaware corporation with offices at 651 W. Washington Blvd. Suite 500, Chicago, IL 60661 (“Licensor”), is the owner of certain proprietary computer software provided under this EULA and commonly known as InRule®, the version of which is specified in the “About” section of the software, which includes licensable components such as irAuthor®, irSDK®, irServer®, and irX®, and other components made available by Licensor from time to time, and which software and components may include helpers, extensions, plug-ins, and add-ons, in any format, and improvements, modifications, derivative works (other than permitted applications), patches, updates, and upgrades thereto, whether included at the time of initial install or which Licensor may make available from time to time (collectively, the “Software).

PLEASE READ THIS EULA CAREFULLY. THIS EULA GOVERNS YOUR ACCESS TO AND USE OF THE SOFTWARE AND IS A LEGALLY BINDING CONTRACT WITH LICENSOR. BY AGREEING TO THE TERMS OF THIS EULA, OR BY OTHERWISE DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AND YOUR EMPLOYER COMPANY OR ENTITY (“COMPANY”) ACCEPT ALL TERMS AND CONDITIONS OF THIS EULA AS “YOU”, “YOUR” AND A NAMED USER (DEFINED BELOW) HEREUNDER, AS APPLICABLE.

YOUR ASSENT. Your agreement to all of the terms and conditions of this EULA is manifested by Your click-through, click-wrap, electronic signature and/or other manner which has been provided by Licensor for Your indication of Your assent to this EULA (e.g., as may be presented for Your submittal to Licensor through either the Licensor support site or installation screen from which You commenced download, installation and/or access of the Software or its license key). Your click-through (whether effected by Your click of the appropriate box for acceptance, “I Agree” or “Submit” icon, or other method provided for You to express Your assent) acts as Your electronic signature of this EULA, and You acknowledge by Your assent that You have formed, executed, entered into, and accepted this EULA and otherwise authenticated and acknowledged and agreed that this EULA and Your assent constitutes an electronic record. As such, this EULA constitutes the valid and binding agreement of You, Company and Licensor enforceable in accordance with its terms.
Without limiting the manner by which Your acceptance of this EULA may occur, You agree that Your installation, access or use of the Software (i) shall constitute and be deemed Your agreement to and acceptance of this EULA, and (ii) in activities as an agent or employee of Your Company, contractually binds You and Your Company (which shall also be jointly and severally responsible) to this EULA. Do not install or use this Software until You have read and agreed to these terms and conditions in their entirety.

OVERLAY AGREEMENTS. Your Use may be authorized or further limited by one or more of the following overlay agreements: (1) a General Software License Agreement, or other similar software license or services agreement with Licensor (“GLA”), (2) the terms agreed to with Licensor at the Licensor’s support/admin website portal, (3) a License Administrator Agreement, (4) any agreements with Licensor for upgrade of the Software to a new version, (5) a Named User License Agreement with Licensor, or (6) any other Agreement between You, Your Company or License Administrators (defined below), on the one hand, and Licensor on the other hand (collectively, “Overlay Agreements”). This EULA supersedes and replaces any prior End User License Agreement agreed upon between You and Your Company, on the one hand, and Licensor, on the other hand, and this EULA (as may be updated by Licensor and accepted by You from time to time) together with any Overlay Agreements in effect between You, Your Company and/or License Administrator, on the one hand, and Licensor, on the other hand, shall constitute the terms, provisions and limitations to which Your use of the Software is subject. It is Your sole responsibility to verify with Company the limitations of any Overlay Agreements. In the event of a conflict or inconsistency between the terms of this EULA and the terms of any Overlay Agreement, the terms of the Overlay Agreement shall control. Use outside the scope of this EULA or any Overlay Agreement may cause a breach of agreement and/or additional license fees payable to Licensor.

NAMED USER AUTHORIZATION REQUIRED. In order for You to install, access or use Software, You must be officially designated as an individual Named User by either Licensor or an employee of Your Company who engages in license administration activities in relation to the Software via Licensor’s support/admin website portal (“License Administrator”) designated by Your Company, and such designation must be active at the time (“Named User”). A Named User must be an actual identifiable individual person, not a job function or shared role. Only Named Users may install, access and use the Software. Subject to the terms and conditions of this EULA and any applicable Overlay Agreement (including the payment of any applicable license fees), Licensor hereby grants to You, as a Named User, a non-exclusive, non-transferable, limited license, without any right to sublicense, to install, execute and use the Software in machine readable object code only. Your initial designation as a Named User may require Your input of personal information about Yourself in the designated fields, as well as the unique License Key, as a precondition to commence installation and use of the Software as a Named User. A “Named User License” is subject to the terms and conditions of this EULA and the applicable Overlay Agreement(s) and provides for a single installation of the Software (or component thereof which is enabled for installation by the License Key) installed and accessed by ONLY YOU (as an appropriately designated Named User) solely for the use permitted by the applicable Overlay Agreements or for Trial use (as the case may be), as may be further limited by the standard functionality of the Software as provided in machine-readable object code only.

If You have not been made a Named User pursuant to appropriate authorization under a valid license from Licensor, either by Your Company or by Licensor, do NOT install, access or use the Software. If You are not an authorized Named User but have installed, accessed or used the Software, all of the limitations (including those applicable to Named Users) and none of the privileges hereof shall apply to and restrict Your access and use of the Software and You will be subject to legal consequences, including, without limitation, liability for copyright infringement.

LICENSOR SOFTWARE. The Software is licensed by Licensor and not sold. You acknowledge and agree that Licensor or its licensors have and will retain all right, title, interest and ownership in and to the Software and any and all copies, updates or derivative works of the Software, other than business rules created by You. You acknowledge that the Software specifically constitutes proprietary information and trade secrets of Licensor (and its licensors, as the case may be), whether or not any portion thereof is or may be the subject of a valid copyright or patent. You shall not represent that the Software or component thereof was in any way created by You or Your Company.

Neither You nor Your Company shall challenge Licensor’s ownership of all right, title and interest in and to the Software. You agree, on behalf of Your Company and its Named Users, that you and they shall not: (i) seek or register any copyright or patent containing any portion of the Software (including, without limitation, the methodologies contained therein); (ii) seek any patent that relies upon or derives from (in whole or in part) the architecture, functionality or utility of the Software; (iii) assert against Licensor, its licensees, licensors, service providers or distribution partners any rights in: (1) patents for rules-based applications developed using the Software; or (ii) patent to the extent the right is based upon or arises out of works of authorship, inventions or other matter already embodied in the Software.

BACKUP COPIES. Neither You nor Your Company shall make any copies of the Software, except that You or Your Company may make a reasonable number of non-production use copies of the Software solely for archival, backup or disaster recovery purposes, and which shall not be construed to increase the licensed quantities pursuant to any applicable Overlay Agreement and shall not be used contemporaneously with the licensed copies of the Software. For the avoidance of doubt, JavaScript files downloaded from the irDistribution™ service that packages InRule rules with other Company intellectual property for the purpose of integration and execution can be distributed to multiple machines or devices. Distribution of the generated JavaScript files can be for non-production use during an evaluation or for production use as outlined in Your or Your Company’s applicable GLA. The generated JavaScript files cannot be used for any purpose other than integrating and executing InRule rules; for the avoidance of doubt, any attempt to reverse engineer the Software embedded in said JavaScript files is strictly prohibited.

TRIAL LICENSE. If Licensor designates the Software as “Trial” software (for example, by issuing a temporary license key (“TLK”), designating the Software as “Demonstration”, “Evaluation” or “Trial” (whether in an emailed statement, download instruction, or otherwise), or otherwise informing You of the trial nature of the Software), You may use the Software only at Your or Your Company’s place of business and only to evaluate the Software for use in creating a rules-based application, and not for any other purpose, such as reverse engineering, creation of rules engine software or BPM software or use in a production environment. If Licensor designates the Software as “Trial” software, then Licensor only grants You a single Named User License for Your Trial use under this EULA, which license is non-exclusive, non-sublicensable and non-transferable and without any undertaking of liability by Licensor. A Trial version of the Software will typically be accompanied by a TLK and may only be used for a maximum of thirty (30) days (unless earlier terminated by Licensor), and the Trial version cannot be used for any project development or commercial or production use. The Trial license may be terminated by Licensor at any time and for any reason. Upon termination of the Trial license for any reason, You shall, at Licensor’s option, return to Licensor or destroy all copies of the Software. Upon Licensor’s request, You shall certify in writing that all copies of the Software have been destroyed or returned to Licensor. For use of the Software beyond a temporary Trial, You, License Administrator and/or Company must enter into an appropriate Overlay Agreement with Licensor. Notwithstanding anything to the contrary in this EULA or any Overlay Agreement, “Trial” Software is provided “as is” and without warranties of any kind.

LIMITED AUTHORIZED USE OR DEMONSTRATION USE LIMITATION. An Overlay Agreement with Licensor may provide that the installation, access and /or use of the Software is for limited authorized use only, for example, use limitations such as “Evaluation Use,” “Demonstration Use,” “Use to Create A Permitted Application” and/or other limitations.

PROHIBITED ACTIVITIES AND RESTRICTIONS. Except as expressly provided in this EULA or any applicable Overlay Agreement, You shall not: (i) assign, lease, encumber or otherwise transfer or attempt to transfer the Software or any portion thereof; (ii) permit any third party to use or have access to the Software, whether by timesharing, networking or any other means; (iii) modify, adapt, translate, reverse engineer, decompile or disassemble the Software, other than to the extent Licensor is required by law to permit You to do so; (iv) possess or use the Software or any portion thereof, other than in machine readable object code or expressly permitted under a Software Source Escrow Agreement, if applicable; (v) engage in commercial distribution of the Software or its attributes; (vi) remove any copyright, trademark, patent or other proprietary notices from the Software or any portion thereof; (vii) use the Software other than in accordance with the terms of this EULA or any applicable Overlay Agreement; (viii) benchmark or publish the results from any performance benchmark tests regarding the Software’s performance without the prior written consent of Licensor; or (ix) use or otherwise reference the Software to, or enable or permit a third party to, create or otherwise develop a product or service that is competitive in whole or in part with the Software. In addition, sublicensing of the Software, directly or indirectly, is strictly prohibited. For sake of clarity, a sublicense would arise (and would be prohibited hereunder), for example, where: (i) You create or customize a business rule management application or service for a third party; (ii) You allow a third party (other than a development resource approved by Licensor under any applicable Overlay Agreement) to develop an application or business rule using the Software, or otherwise use the Software; or (iii) You provide direct or indirect access to a third party whereby the third party is able to use a permitted application for the third party’s direct internal use, or for the third party’s commercial use with or offering to others.
You acknowledge and agree that this EULA and any applicable Overlay Agreement limits use by licensed quantities for Your direct, internal use, and does not allow for the Your direct or indirect external distribution (whether by cloud or other distribution) of the Software, or the direct or indirect commercialization of any permitted application for use by third parties. Actions having the effect of circumventing licensed quantity limitations, whether direct action, tampering or as a result of application of technology, are impermissible.
You and Your Company shall adhere to all the provisions of this EULA and any applicable Overlay Agreement, immediately report to Licensor all unauthorized use of the Software, and cease all use of the Software immediately should You no longer be an employee of Company or should Your use deviate from the terms and conditions herein, or upon notice from Licensor. Your obligations hereunder continue to survive after Your use of the Software terminates.
LICENSE MANAGEMENT SOFTWARE. You acknowledge and agree that the Software may be delivered with license management software. You shall not attempt to tamper with, disable or work around any such license management software.
NO WARRANTIES; LIMITATION OF REMEDIES AND LIABILITY. LICENSOR DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE OR THE APPLICATION, OPERATION OR USE THEREOF, THE DATA GENERATED BY THE OPERATION OR USE THEREOF, OR ANY SUPPORT SERVICES RENDERED WITH RESPECT THERETO OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE IS LICENSED AS-IS AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE. LICENSOR HEREBY EXCLUDES ALL IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW, INCLUDING, SPECIFICALLY, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LICENSOR HEREBY EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PURPOSE, PARTICULARLY, SPECIFIC OR OTHERWISE, OR NONINFRINGEMENT, CONCERNING THE SOFTWARE AND THE APPLICATION, OPERATION OR USE THEREOF. LICENSOR TAKES NO RESPONSIBILITY FOR YOUR PERMITTED APPLICATION(S) OR BUSINESS RULES OR EXECUTION THEREOF PURSUANT TO THIS EULA OR ANY OTHER AGREEMENT.
You acknowledge and agree that you are solely responsible for, and have exercised Your own skill and judgement in, determining whether the Software is appropriate for the purposes for which You intend to use the Software. You assume the entire risk related to the use of the Software. YOU ARE SOLELY RESPONSIBLE AT YOUR SOLE COST AND EXPENSE FOR ALL TESTING OF THE PERMITTED APPLICATION(S), BUSINESS RULES AND EXECUTION THEREOF, AND LICENSOR UNDERTAKES NO RESPONSIBILITY THEREFOR. LICENSOR’S LIABILITY IN CONTRACT, TORT OR OTHERWISE IN CONNECTION WITH THE SOFTWARE OR THIS EULA SHALL NOT EXCEED ANY LICENSE FEE PAID TO LICENSOR BY YOU FOR THE SOFTWARE. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, YOU FURTHER AGREE THAT NEITHER LICENSOR NOR ITS LICENSORS SHALL BE LIABLE TO YOU, YOUR COMPANY, OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE OR FROM ANY MAINTENANCE AND SUPPORT SERVICES RENDERED WITH RESPECT THERETO, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CONFIDENTIALITY. You shall not at any time disclose to any third party, publish, communicate or use for any purpose except as permitted by this EULA or any applicable Overlay Agreement, any information or data contained in the Software or any portion thereof and any other information which has been disclosed by Licensor or its agents to You under, pursuant to or in connection with this EULA (whether or not such information has been marked confidential), and shall maintain same in strictest confidence. You agree to instruct Company employees of the Company’s confidentiality obligations hereunder, and to maintain confidentiality of the Software using at least as great a degree of care as Company uses, but in no event less than a reasonable degree of care. YOU SHALL NOT AT ANY TIME PROVIDE RULE AUTHORING OR RULES-BASED APPLICATION DEVELOPMENT CAPABILITIES OR ACCESS TO THE SOFTWARE TO ANY THIRD PARTY OR PUBLISH ANY PORTION OF THE SOFTWARE OR RULES-BASED APPLICATION CREATED USING THE SOFTWARE OR SCREEN DISPLAYS THEREOF, OR USE THE SOFTWARE FOR ANY PURPOSE EXCEPT AS EXPRESSLY PERMITTED BY AN APPLICABLE OVERLAY AGREEMENT, AND YOU SHALL MAINTAIN SECURELY YOUR LOGIN AND USER ID FOR ACCESS TO SOFTWARE IN STRICTEST CONFIDENCE. YOU AGREE TO TAKE ALL REASONABLE MEASURES TO ENSURE THAT PERSONS HAVING ACCESS TO THE SOFTWARE AS MAY BE PERMITTED HEREUNDER SHALL REFRAIN FROM ANY UNAUTHORIZED REPRODUCTION, REVERSE ENGINEERING, DISCLOSURE, OR USE OF THE SOFTWARE OR ANY PORTION THEREOF AND SHALL EQUALLY COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS EULA.
TERM AND TERMINATION. Unless otherwise expressly limited to a specific duration in the applicable Overlay Agreement, the license granted to You hereunder is perpetual and will continue unless terminated as provided in this EULA or the applicable Overlay Agreement. This EULA shall terminate: (i) upon Licensor’s written notice to You if You breach or violate any of Your obligations under the “Licensor Software,” “Backup Copies,” “Prohibited Activities and Restrictions” or “Confidentiality” sections of this EULA; or (ii) if You breach or violate any other term of this EULA and fail to correct such breach or violation to the reasonable satisfaction of Licensor within thirty (30) days after receiving notice of such breach or violation.
Upon termination of this EULA, You shall immediately: (i) discontinue all use of the Software; (ii) deliver to Licensor (or at Licensor’s election, certify destruction of) all media containing the Software and all other physical copies of the Software; (iii) destroy all copies of the Software contained in any computer memory or data storage apparatus under your Control; and (iv) certify to Licensor within one (1) week after the termination of this EULA that you have delivered to Licensor and destroyed the Software and all copies thereof in accordance with this Section.
MISCELLANEOUS. This EULA and all of the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as may be expressly provided to the contrary in an applicable Overlay Agreement: (i) neither You, License Administrator, nor Your Company may assign any rights or obligations hereunder, whether by direct transfer or assignment or operation of law, without the prior written consent of Licensor, and any attempted assignment by You, License Administrator or Your Company in violation of this section shall have no force and effect, be void and shall be a material breach of this EULA; (ii) this EULA and all matters arising out of it shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflict of law, provision or rule that might also be applicable; (iii) You submit to the exclusive jurisdiction of the courts of the State of New York or the United States District Court for the Southern District of Illinois for the purpose of any action or proceeding in connection with this EULA or the Software; and (iv) the UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. In the event that any one or more provisions of this EULA shall for any reason be held by any tribunal of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this EULA shall be unimpaired, and each invalid, illegal or unenforceable provision shall be treated by the tribunal as modified to the least extent necessary to rectify its invalidity, illegality or unenforceability and shall be enforced as so modified. Nothing in this EULA shall be deemed or construed by the parties or any other entity to create an agency, partnership or joint venture between Licensor and You. You shall not solicit the employment or engagement of nor employ or engage any Licensor personnel who has been directly involved in the development, sale, installation or support of the Software for a period of two (2) years from the later of the termination of such individual’s employment with Licensor or the last date of receipt by You of any Software or services related to the Software.