PRICESURVEYOR END USER LICENSE AGREEMENT

PriceSurveyor, Inc., a Delaware corporation with its principal place of business at 177 Huntington Ave, Ste 1703, PMB 77491, Boston, Massachusetts, 02115-3153.
("PriceSurveyor") and the person or entity agreeing to these terms (Customer or "you") would like to set out the general terms and conditions for (i) you to access and use the PriceSurveyor Service and provide Customer Data to PriceSurveyor and (ii) PriceSurveyor to provide the Service to you and use the Customer Data when performing the Service.
BY CLICKING ACCEPT, BY USING THE SERVICE OR BY PAYING ANY INVOICE REFERENCING THESE TERMS, YOU ARE AGREEING TO THESE TERMS. Customer and PriceSurveyor agree that this Agreement is effective on the earlier of the date the Customer orders the Service or commences using the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to the Agreement and the term "Customer" or "you" will refer to that entity. If you do not have this authority, are under the age of 18 or if you do not agree with the Agreement, you must not accept these terms and you may not access or use the Service. MAKE SURE YOU READ THESE TERMS, THE ORDER FORM AND THE PRIVACY POLICY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS TO USE THE SERVICE. The Order Form provides the specific terms and conditions regarding Customers paid subscription for the Service, such as limitations, pricing methodologies and the length of the term PriceSurveyor will provide the Service ("Subscription Term").
This Terms of Service, the Order Form and the PriceSurveyor Privacy Policy located at , collectively constitute the "Agreement" between Customer and PriceSurveyor.
1. Grant of Right; Ownership.
1.1 Grant. Subject to the terms and conditions of this Agreement:
(a) PriceSurveyor hereby grants to the Customer a limited, non-exclusive, non-transferable, right to use the Service and solely for its internal business purposes for use by End Users and for the Subscription Term and in accordance with the conditions and limitations set forth herein and in the Order Form. Customer is permitted to use the features for the Service identified at /editions/. If you exceed the permitted use of the features for the Service or Order Form, then you will be required to pay additional fees corresponding to the license type associated with such permitted use.
(b) To the extent that there is any Third Party Software embedded in, bundled with, or otherwise provided to Customer in connection with the Service under this Agreement, such third party software shall be considered Service and such Third Party Software shall be used and operated solely with the operation of the Service and not as a standalone application or any other purpose.
(c) To the extent that any Software is provided to Customer to install and use in order to access the Service, PriceSurveyor hereby grants to the Customer a limited, non-exclusive, non-transferable, license to use the Software to access and use the Service and solely for its internal business purposes for use by End Users and for the Subscription Term and in accordance with the conditions and limitations set forth herein and in the Order Form. (d) Certain Third Party Software may be provided to Customer to install and use in connection with the Service. Such Third Party Software may be subject to an open source license ("OSS License"). Customers license rights with respect to Third Party Software subject to an OSS License are defined by the terms of the applicable OSS License; nothing in this Agreement shall restrict, limit, or otherwise affect any rights or obligations Customer may have, or conditions to which Customer may be subject, under such OSS License. (e) If Customer registers for a free account, then PriceSurveyor grants to Customer a limited, non-exclusive, non-transferable, right to use the Service solely for its internal business purposes, on a free-of-charge basis ("Free Service"), subject to the limitations for such Free Service as set forth on the Company website. PriceSurveyor, in its discretion, may stop providing the Free Service at any time, at which point Customer will no longer have access to any related data, information, and files and must immediately cease using the Free Service. PriceSurveyor provides Free Service "AS-IS" without support or any express or implied warranty or indemnity for any problems or issues, and PriceSurveyor will not have any liability relating to Customer use of the Free Service. 1.2 Ownership. As between the parties, PriceSurveyor retains all right, title and interest in the Service, including but not limited to any and all Intellectual Property Rights in the Service now owned or that may be owned in the future by PriceSurveyor. 1.3 Restrictions. Customer shall not distribute, display, sublicense, rent, lease, use in a service bureau, modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy the Service, except to the extent expressly permitted by applicable law, and only to the extent PriceSurveyor shall not be permitted by that applicable law to exclude or limit such rights. Further, Customer agrees not to, and not to allow third parties to use the Service: to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing Customer End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act); to engage in, promote or encourage illegal activity; for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to interfere with the use of the Service, or the equipment used to provide the Service, by customers, authorized resellers, or other authorized users; to disable, interfere with or circumvent any aspect of the Service; to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations ("spam"); or to use the Service, or any interfaces provided with the Service, to access any other PriceSurveyor service in a manner that violates the terms of service of such other PriceSurveyor service. 1.4 Responsibilities. Customer is responsible for all activities occurring on any End Users account, including any liability to the extent arising from use of any such account by the appropriate End User or any other individual. Customer is responsible for ensuring that its End Users comply with this Agreement, and is liable for any non-compliance or misuse of the Service by its End Users. Customer agrees that it will promptly notify PriceSurveyor of any violation or suspected violation of this Agreement or any actual or suspected data or security breach. PriceSurveyor reserves the right to review information posted by End Users to ensure that it complies with this or any other section of this Agreement, and to amend it or delete it, or otherwise control such information in order to bring it into compliance with this Agreement and/or applicable law.
1.5 Proprietary Markings. Customer shall not remove or alter any Intellectual Property Right notices or other proprietary markings on the Service or copies thereof, including without limitation, any trademarks, trade names, trade dress, service marks, logos or other similar branding material or any copyright notices from the footer, navigation bar, login, or any other place in the Service. Customer shall not place any of its Intellectual Property Right notices, including without limitation, any trademarks, trade names, trade dress, service marks, logos or other branding material of Customer on the Service except with PriceSurveyors express prior written consent. 1.6 Service Level Agreement.
(a) Program Benefits - Uptime Guarantee and Calculation. PriceSurveyor guarantees that the Service will have a calendar quarterly uptime percentage of 99.95% ("Uptime"). That means PriceSurveyors Service will not be interrupted by an outage affecting more than 50% of End Users trying to access the Service at the time of an outage ("Outage"), for more than .05% of the quarter. If PriceSurveyor fails to meet such 99.95% quarterly Uptime guarantee, PriceSurveyor may issue Service Credits to customers. PriceSurveyors Uptime calculation is based on the percentage of successful requests it serves through its web, API, and client interfaces.
(b) Exclusions. Exclusions from the Uptime guarantee include Outages resulting from:
(i) Customers acts, omissions, or misuse of the Service, including violations of this Agreement;
(ii) Failures of Customers internet connectivity;
(iii) Factors outside PriceSurveyors reasonable control, including force majeure events and third-party services or technology; or
(iv) Customers equipment, services, or other technology.
(c) Calculation of Uptime Service Credits; Redemption of Uptime Service Credits. If PriceSurveyors quarterly Uptime percentage drops below 99.95%, then Customer is entitled to receive a service credit equal to 25 times the amount that was paid for the Outage time that exceeds the quarterly Uptime guarantee ("Service Credit"). Service Credits are calculated at the end of each quarter, and may only be granted upon request. To find out about PriceSurveyors Uptime percentage, customers can request an Uptime report at the end of each quarter. In order to be granted Service Credits, either an account owner or billing manager must send a written request, on Customers behalf, within thirty (30) days of the end of each calendar quarter. Service Credits may not be saved and are only available to customers who have paid for the Service. After being granted a Service Credit, it will be automatically applied to Customers next bill. Written requests should be sent to PriceSurveyor support. 1.7 Compliance with Laws. The Customer will not use the Service for any unlawful purpose or in breach of any laws, including applicable data privacy laws. Such unlawful purposes or breaches include, without limitation, civil and criminal offenses of copyright and trademark infringement, commission of any criminal offense, and any transmission or publication of any material which is defamatory, offensive, abusive or menacing character to any other person. Support Services. Upon purchase of a subscription to the Service, PriceSurveyor will provide software support services to Customers in accordance with the services described at Payment of Fees; Taxes and Audit. 3.1 Fees. Customer shall pay PriceSurveyor all fees and expenses, if any, in accordance with the applicable Order Forms to this Agreement within thirty (30) days of receipt of invoice. All payments due and payable hereunder shall be made in U.S. dollars and shall be non-refundable and non-cancelable. 3.2 Late Payments. Any payment not received by the due date shall bear interest at one and one half percent (1.5%) per month, commencing as of the due date until fully paid plus any reasonable attorneys fees, expenses and related costs collection. If Customer fails to make its payments in accordance with this Agreement, PriceSurveyor may, upon written notice, require assurances to secure payment hereunder, and may suspend or terminate the right granted hereunder and/or the provision of some or all of the Service to Customer. 3.3 Taxes. Customer is responsible for the payment of all taxes (except for taxes based on PriceSurveyors net income) which may be levied or assessed in connection with this Agreement. 3.4 Audit. To confirm Customers compliance with the terms of this Agreement, PriceSurveyor shall have the right, at its expense, upon reasonable notice and during normal business hours to conduct audits of Customers use of the Service. 3.5 Suspension of Service and Acceleration. If any amount owing by Customer under this or any other Agreement with PriceSurveyor is ten (10) or more days overdue, PriceSurveyor may, without limiting its other rights and remedies, accelerate Customers unpaid fee obligations under such Order Form so that all such obligations become immediately due and payable, and suspend the Service until such amounts are paid in full. Customer will continue to be charged fees during any period of suspension. If Customer or PriceSurveyor initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customers account. Any use of the Service in violation of the Agreement by Customer that in PriceSurveyors reasonable judgment threatens the security, integrity or availability of PriceSurveyors service or that of its other customers, may result in PriceSurveyors immediately suspending the Service. Termination. 4.1 Term. This Agreement will automatically renew for paid subscriptions upon the expiration of the Subscription Term set forth in the Order Form ("Initial Subscription Term") for successive renewal subscription terms (each a "Renewal Subscription Term") equal to the expiring Initial Subscription Term (the "Subscription Term", comprised of the Initial Subscription Term and any Renewal Subscription Term), unless the Order Form specifically states the Initial Subscription Term shall not renew for any Renewal Subscription Terms or earlier terminated pursuant to this Agreement or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then current Subscription Term.
4.2 Termination for Breach. Either party shall have the right to terminate this Agreement if the other party should materially breach any of the provisions of this Agreement and fails to cure within ten (10) days of written notice to the breaching party. 4.3 Consequences of Termination/Expiration. On any termination or expiration of this Agreement, Customer shall promptly: (i) discontinue all use of the Service;
(ii) return or destroy any Software; (iii) return to PriceSurveyor all Confidential Information; and
(iv) certify in writing to PriceSurveyor, within thirty (30) days of termination of this Agreement, that Customer has complied with the foregoing. 4.4 Suspension. PriceSurveyor has the right to suspend or terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. PriceSurveyor reserves the right to refuse service to anyone for any reason at any time.
4.5 Survival. Sections 1.2 (Ownership),
1.3 (Restrictions),
1.4 (Proprietary Markings), 4 (Payment of Fees; Taxes and Audit),
4.3 (Consequences of Termination/Expiration), 4.4 (Suspension),
4.5 (Survival), 5.2 (Warranty Disclaimer), 6 (Confidentiality), 8 (Intellectual Property Rights), 9 (Intellectual Property Indemnification), 10 (Limitation of Liability) and 11 (General), hereof shall survive any termination of this Agreement.