END USER LICENSE AGREEMENT 

BY ACCESSING AND/OR USING READYWORKS, INC.’S SOFTWARE, OR ATTEMPTING TO DO THE FOREGOING, INCLUDING THROUGH TRAINING ON THE USE OF SUCH SOFTWARE, END USER AGREES TO AND ACCEPTS THESE TERMS. IF END USER DOES NOT ACCEPT THEM, END USER HAS NO RIGHT TO AND MUST NOT ACCESS OR USE THE READYWORKS, INC. SOFTWARE. IF END USER AGREES TO AND COMPLIES WITH THESE TERMS, THE END USER HAS THE RIGHTS SPECIFICALLY SET FORTH BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS AND CONDITIONS. READYWORKS, INC. MAY UPDATE THESE TERMS AT ANY TIME AND WILL NOTIFY END USER OF SUCH CHANGES BY UPDATING THE LAST UPDATED DATE. BY CONTINUING TO USE THE READYWORKS, INC. SOFTWARE AFTER THE CHANGES BECOME EFFECTIVE, THE END USER AGREES TO AND ACCEPTS THE UPDATED TERMS. IF END USER DOES NOT AGREE TO THE UPDATED TERMS, END USER MUST CEASE USE OF THE READYWORKS, INC. SOFTWARE. 

Access and Use Rights 

This End User License Agreement (“EULA”) is a legal agreement between ReadyWorks, Inc. (“ReadyWorks”) and the End User. ReadyWorks hereby grants to End User a nonexclusive, nontransferable, worldwide, revocable, right to access and use ReadyWorks’ Software and/or Services (the “Solution”) during any license or training period set forth in an agreement between End User’s employer or prime contractor with ReadyWorks (the “Enterprise Agreement”), and solely for the specifically defined purposes in such Enterprise Agreement in accordance with the terms of this EULA. End User has no right to receive a copy of the object or source code version of the Solution. End User agrees that ReadyWorks may track End User’s usage of the product for purposes including, but not limited to, information security, preventing unauthorized use of the product, accurate billing and to ensure application stability and scalability. The access and use of the Solution is subject to the fulfillment of all requirements stipulated in this EULA. End User acknowledges and agrees that the Solution may leverage third party software, including but not limited to open-source software or freeware. 

Restrictions on Use 

Except as expressly permitted by this EULA or applicable laws, End User agrees not to and shall not permit others to (a) copy, modify, decompile, reverse engineer, disassemble, or otherwise discover, or to sell, rent, lease, transfer, sublicense, or loan the Solution or use the Solution as a service bureau, in whole or part; (b) create derivative works of the Solution; (c) access the Solution to build a competitive product or service or assist a third party to do so; (d) copy any feature, function, integrations, or interfaces of the Solution; and/or (e) disclose the results of any performance, functionality evaluation or benchmarking to a third party without the express written approval of ReadyWorks. In addition, without the prior express written consent of ReadyWorks.

 User shall not perform any technical, application or infrastructure security integrity review, penetration test, or vulnerability scan of the Solution. End User further agrees not to and shall not permit others to knowingly use the Solution for any purpose, or store, distribute or transmit any material through any part of the Solution, that: (i) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive, facilitates illegal activity, or depicts unlawful sexual imagery; (ii) promotes unlawful violence, discrimination based on age, race, gender, color, religious belief, sexual orientation, disability, or any other illegal activities; or (iii) constitutes a violation or infringement of the rights of any person, firm or company (including, without limitation, rights of copyright and confidentiality). ReadyWorks reserves all right, title, and interest in and to the Solution not explicitly granted herein, including without limitation all copyrights, patents, and any other proprietary rights and all derivatives and modifications thereto. End User shall not remove or obscure any copyright notices or proprietary legends contained within the Solution or Documentation. 

End User’s Obligations 

The End User shall (a) use the software in compliance with all applicable laws and regulations; (b) Keep login credentials secure and not share them with unauthorized users; (c) be responsible for all activities that occur under end user’s account, and (d) not hold itself out as being an agent, partner, representative or otherwise being entitled to bind ReadyWorks. 

Term and Termination 

If End User fails to comply with any term(s) of this EULA, End User’s rights under this EULA will terminate automatically without notice from ReadyWorks. Subject to the Enterprise Agreement, upon termination and regardless of cause, End User shall destroy all copies of the Solution and Documentation in End User’s possession (if applicable). Notwithstanding its obligations herein, if End User is required by any law, regulation, or government or regulatory body to retain any documents or materials which it would otherwise be required to return or destroy, End User shall notify ReadyWorks in writing of such retention, giving details of the documents or materials that it must retain. The confidentiality requirements set forth below shall continue to apply to any such retained documents and materials. 

Confidentiality 

Either Party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form, that is marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure and without breach of this paragraph, is: (i) in the public domain; (ii) known to the receiving party at the time of disclosure; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except (i) to the receiving party’s employees contractors or officers who have a need to know the Confidential Information; and (ii) to the independent contractors, agents and consultants of the receiving party, to the extent necessary for the receiving party to exercise its rights or perform its obligations hereunder (provided that such persons have signed this EULA and/or are subject to a written, statutory or professional obligation of confidentiality no less restrictive than the terms herein). At all times the receiving party shall use the same standard of care to protect the Confidential Information of the disclosing party as it uses to protect its own information of a similar nature, but not less than a commercially reasonable standard of care. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this EULA, including to make required court filings. The receiving party will provide the disclosing party with as much advance notice as possible of the compelled release (unless prohibited by applicable law) to enable the disclosing party to petition for protective concealment, or to oppose the disclosure, of such Confidential Information, and will reasonably assist the disclosing party (at the disclosing party's expense) in seeking such petition. On the expiration or termination of the EULA, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years after termination or expiration of the EULA; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this EULA for as long as such Confidential Information remains subject to trade secret protection under applicable law. 

Intellectual Property Ownership 

“ReadyWorks IP” means the Solution, the Documentation, and any and all intellectual property provided to End User in connection with the foregoing, and any intellectual property or other rights underlying the Solution whatsoever. For the avoidance of doubt, ReadyWorks IP includes all proprietary ReadyWorks software and/or technology, Performance Data (defined below) and any information, data, or other content derived from ReadyWorks’ monitoring of End User's access to or use of the solution, but does not include End User Data (defined below). End User acknowledges that, as between End User and ReadyWorks, ReadyWorks owns all right, title, and interest, including all intellectual property rights, in and to the ReadyWorks IP and, with respect to any Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. 

“End User Data” means, other than Performance Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of End User through the Solution. ReadyWorks acknowledges that, as between ReadyWorks and End User, End User owns all right, title, and interest, including all intellectual property rights, in and to the End User Data. End User hereby grants to ReadyWorks a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the End User Data and perform all acts with respect to the End User Data as may be necessary for ReadyWorks to provide the Solution to End User, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display End User Data incorporated within the Performance Data. 

“Performance Data” means data and information related to End User's use of the Solution that is used by ReadyWorks in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Solution. 

Disclaimer 

SUBJECT TO THE ENTERPRISE AGREEMENT AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOLUTION AND DOCUMENTATION ARE DELIVERED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND BY EITHER READYWORKS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION OR DELIVERY OF THE APPLICATION, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. READYWORKS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN THE SOLUTION OR DOCUMENTATION. READYWORKS MAKES NO WARRANTY THAT THE READYWORKS SOFTWARE AND/OR SERVICES WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION, OR WILL MEET END USER’S REQUIREMENTS. THE SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. READYWORKS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM READYWORKS’ NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES (SUCH AS NETWORK CARRIERS). AT TIMES, ACTIONS, OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT END USER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH READYWORKS WILL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY AND TO AVOID SUCH EVENTS, READYWORKS CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, READYWORKS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. END USER IS SOLELY RESPONSIBLE FOR THE CONNECTION TO THE SERVICES, INCLUDING THE INTERNET CONNECTION. 

Limitation of Liability 

SUBJECT TO THE ENTERPRISE AGREEMENT, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS, OWNERS AND SUPPLIERS, SHALL HAVE ANY LIABILITY TO THE OTHER PARTY WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR PUNITIVE LOSS, DAMAGE, OR EXPENSES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, DATA, REVENUE, PROFITS, OR USE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY ARE FORESEEABLE, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. 

Indemnity by End User 

End User will defend ReadyWorks and its affiliates from and against any and all third party claims, actions, suits, proceedings arising from or related to End User’s or any authorized user’s violation of this EULA (“Claims Against ReadyWorks”), and will indemnify ReadyWorks and its affiliates for all reasonable attorney’s fees incurred and damages and other costs finally awarded against ReadyWorks or its affiliates in connection with or as a result of, and for amounts paid by ReadyWorks or its affiliates under a settlement or final judgement that End User approves of in connection with a Claim Against ReadyWorks. ReadyWorks must provide End User with prompt written notice of any Claims Against ReadyWorks and allow End User the right to assume the exclusive defense and control of the claim and cooperate with any reasonable requests assisting End User’s defense and settlement of such matter. 

Controlling Law 

This EULA shall be governed in all respects by the internal laws of the State of New York as applied to agreements entered into among New York residents to be performed entirely within New York, without regard to principles of conflicts of law. With respect to any disputes arising out of or related to this EULA, the Parties consent to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York or in the event that proper personal jurisdiction cannot be established in such court, exclusively in the state courts situated in New York County in the State of New York. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS EULA. This EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action, unless both ReadyWorks and End User specifically agree to do so in writing following initiation of the arbitration. 

Severability 

If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

Complete Agreement 

This EULA constitutes the entire agreement between the parties with respect to the access and use of the Solution and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this EULA will be binding unless in writing and signed by ReadyWorks. No dealer, agent, affiliate or employee of ReadyWorks is authorized to make any amendment to this EULA.