ACROSSIO Terms of Service Agreement

ACROSS LAB, INC. ("ACROSSIO") LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS"AGREEMENT" or "EULA"). READ THE TERM SAND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE AS A SERVICE ANDTHE ACCOMPANYING DOCUMENTATION (THE "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE.

THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND ACROSSIO. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH ACROSSIO RELATING TO THE SOFTWARE.

Assent to Be Bound

By clicking the "I accept the terms..." checkbox on the Acrossio registration page and completing the registration process, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, please exit the registration process.

BETA DISCLAIMER

THE BETA SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.

Grant of License

Subject to the terms and conditions of this Agreement, ACROSSIO hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.

Restrictions on Grant

Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by ACROSSIO; (c) separate Software, which is licensed as a single product, into its component parts. (d) sublicense or permit simultaneous use of the Software by more than one user; (e)reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product theSoftware (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) publish any results of benchmark tests run on any Software to a third party without ACROSSIO prior written consent; or (i) use any Software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.

Software Product Support

ACROSSIO is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.

Ownership and Copyright of Software

Title to the Software and all copies thereof remain with ACROSSIO and/or or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, ACROSSIO does not grant any express or implied right to you under ACROSSIO patents, copyrights, trademarks, or trade secret information.

Ownership and Copyright of Licensee Created Content

Title to All non-evaluation related content created by Licensee using the Software remain with the Licensee. This content shall be considered private and confidential unless the Licensee elects to make the same public.

Term of This Agreement

Your rights with respect to the Software will terminate upon the earlier of (a) the initial commercial release by ACROSSIO of a generally available version of the Software or (b) six months after the last date you access and start using Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will return to ACROSSIO (or, at ACROSSIO' request, destroy), the Software, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.

Disclaimer

THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS", AND ACROSSIO DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, ACROSSIO EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

Limitation of Liability

Provision of any Software under this Agreement is experimental and shall not create any obligation for ACROSSIO to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.

ACROSSIO CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO ACROSSIO BY YOU UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL ACROSSIO BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF ACROSSIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

United States Government Restricted Rights

The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data andComputer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.

Governing Law and Choice of Forum

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in a California state court situated within Northern California. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

Export Restrictions

You acknowledge that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

Fair Use Policy

ACROSSIO’s fair usage policy (“FUP”) is designed to prevent fraud and abuse of our products. ACROSSIO’s products are for individual and team use in accordance with the ACROSSIO Terms of Service Agreement and this FUP - Legitimate Use. The following is a non-exhaustive list of practices that would NOT be considered Legitimate Use:

  • Recording of less than 75% of cumulative monthly hosting meeting/session time *;
  • Unusual session/meeting patterns inconsistent with normal anticipated use;
  • Re-selling subscription and/or minutes;
  • Using subscriptions for telemarketing or call center operations;
  • Sharing subscriptions between users whether via computer or any other means;

Other practices may be relevant in determining Legitimate Use and ACROSSIO reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determination. ACROSSIO may at its option, terminate or suspend its relationship with you, and your use of any ACROSSIO product immediately if it determines you are using the product contrary to this FUP.

Subscriptions

Subject to this FUP, ACROSSIO’s free subscriptions allow a maximum of 15 hours of meeting hosting/organizer time per month.

*The intrinsic value of ACROSSIO products comes from recorded sessions. For this reason it is required that you record a minimum of 75% of the cumulative monthly hosting meeting time.

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between you and ACROSSIO with respect to thesubject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals,representations, understandings, or agreements not specifically incorporated herein. This Agreement may not beamended except in a writing duly signed by you and anauthorized representative of ACROSSIO.

Copyright (C) 2012-2017 ACROSS LAB, INC. All rights reserved. ACROSSIO is a registered trademark of ACROSSLAB, INC.

This product is based on a technology that is the subject matter of a number of pending patent applications.

Product Site: www.acrossio.com

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