The Enterprise Social Workflow Application

Sparqlight, Inc. Master Subscription Agreement

BY CLICKING THE “JOIN” BUTTON DISPLAYED ON OUR SIGNUP PAGE, YOU AGREE TO ALL OF THE FOLLOWING PROVISIONS (THE “AGREEMENT”) CONCERNING YOUR USE OF THE SERVICE AND MATERIALS (COLLECTIVELY, THE “SERVICE” OR “SERVICES”) PROVIDED BY SPARQLIGHT, INC., A CALIFORNIA CORPORATION (“PROVIDER”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, AND THE TERMS “YOU” OR “YOUR” REFER TO THE ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, OR DO NOT HAVE SUCH AUTHORITY, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

1. Your Subscription.

Provider hereby grants you a nonexclusive, nontransferable right to use the Service, and any other materials or intellectual property of Provider delivered to you in connection with the Service (the “Provider Materials”). Your right to use the Service is solely for the purpose set forth in Section 2, and is subject to the terms and conditions of this Agreement and any privacy, security, or other policies of Provider, as such policies may change from time to time. You may only use the Service for the subscription period you have chosen (the “Term”). You understand, acknowledge, and agree that (a) third parties may be retained by Provider to assist in providing any of the Services, including “open source” software developers, (b) you consent to the performance by such third parties of any service they may render in connection with the Services, and (c) such third parties may rely on your performance of your obligations under this Agreement. You further understand, acknowledge, and agree that the functionality of the Service is subject to change without notice, and that you accept all such changes as being part of the Service.

2. Purpose.

Subject to the limitations set forth in Section 7, the Service is intended to assist you to do management by objective of employees or projects, and monitoring performance against objective within a work, school or community network (each, a “Network”). You may use the Services solely for your own business, and not for any affiliate, otherwise related business, customer, or supplier.

3. Data.

You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, and right to use, any and all data, information, or material that you submit to the Service in the course of using the Service (“Processed Data”). Provider shall not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store, or back-up any Processed Data. Without limiting the foregoing, Provider has no responsibility for unauthorized disclosure of any data during such time as such data is transmitted using the Internet. Provider shall have no responsibility or liability for any unauthorized disclosure of any Processed Data by you. You grant to Provider, and to its vendors, service providers, and other third party contractors in connection with their duties to Provider, a worldwide, royalty-free, nonexclusive, right and license to use, reproduce, distribute, transmit, perform, display, and make derivative works of, any and all Processed Data but only for purposes of making the Service available to you, and for Provider’s analytic, statistical, security, quality control, and similar purposes. You represent and warrant to Provider that you have the right to grant the foregoing licenses in the Processed Data. Absent a Network Administrator (as defined below), all Processed Data is owned by the user (the “User”) who posted it to the Service, although each User acknowledges and consents that upon the introduction of a Network Administrator into that User’s network, all related Processed Data will automatically become the property of the company to which the Network belongs without any notice to users of that Network. If a Network has a Network Administrator, all such Processed Data is the property of the company to which the Network belongs (including all Processed Data posted to a specific group or groups within a Network and all Processed Data created prior to the existence of the Network Administrator).

3. Network Administration.

Each Network may have one or more individuals who are responsible for overseeing the use of, and monitoring the content posted to, such Network (the “Network Administrator”). Networks may exist on the Service absent a Network Administrator; in such case Users are responsible for conducting themselves in accordance with this Agreement.

From time to time, you may be asked to confirm your account on the Network via an email message containing a hyperlink to your Network email address. If such account is not reconfirmed, the account is removed. Once a User is removed from a Network, the content of that User remains on the Network and is the sole property of the company which administers that Network.

You should follow your company’s policies, guidelines, and procedures concerning the content you post to the Service. You may delete your own Processed Data from the Network, so long as you are a member of that Network. Network Administrators may delete the Processed Data of one or more users in their Network.

5. Legal Compliance.

You are responsible for your use of the Service and all data that you process with the Service. You shall comply with all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Service, including, without limitation, those related to data privacy, international communications, and the transmission of technical or personal data. Without limiting the foregoing, you will make Provider aware of any specific actions required to comply with such laws, treaties, and regulations.

6. Ownership.

Except as specifically set forth in this Agreement, as against you, Provider and its licensors and third-party service providers, if applicable, own all right, title, and interest including, without limitation, all related intellectual property rights in and to the Service and Provider Materials, any technology embodied or implemented in the Service and Provider Materials, any computer code provided by Provider for your particular website and computer network, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service. The Provider name, the Provider logo, and the product names associated with the Service are trademarks of Provider or its third party licensors or service providers, and no right or license is granted to use them. All rights not expressly granted to you are reserved by Provider and its licensors. Except as specifically set forth in this Agreement, as against us, you exclusively own all right, title and interest in Processed Data.

7. Limitations.

The Service shall not be used by you for service bureau or time-sharing purposes, or otherwise used for processing data or other information on behalf of any noncustomer third party. You shall not, and shall not permit any employee or third party to: (a) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (b) attempt to gain unauthorized access to the Service or its related systems or networks; (c) copy all or any portion of any Provider Materials; (d) decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted by applicable law notwithstanding a contractual obligation to the contrary) the Service or Provider Materials, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Service or any Provider Materials, or any portion thereof; (e) determine the functionality or develop any benchmarking data for competitive purposes; (f) modify, translate, or otherwise create any derivative works of, the Service or any Provider Materials; (g) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer, or permit the use of, the Service or any Provider Materials, in whole or in part, to or by any third party including, without limitation, any subsidiary, parent, or affiliate if you are an entity; (h) use the Service to transmit or store any software virus or other harmful computer code, file script, or program; (i) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on the Service or in any Provider Materials; or (j) use any “spider”, “robot”, “bot”, “scraper” “data miner” or any program, device, algorithm, process or methodology to access, acquire, copy or monitor the Provider Materials or pages, data or content found therein for the purpose of scraping the Services or Provider Materials.

8. Fees and Payments.

8.1 Fees and charges for the Service are as quoted on the Provider website https://www.sparqlight.com. Charges vary with the number of users licensed, and the length of the term of the license.

8.2 You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Specific charges are calculated based on the number of user-licenses purchased. Payments may be made annually or on a monthly basis. You are responsible for paying for all user licenses ordered for the entire License Term, whether or not such user licenses are actively used. You must provide Provider with valid credit card as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Administration Section of Provider website. Added licenses will be subject to the following: (i) added licenses will be honored within the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, general applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Provider reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

8.3 Provider charges and collects in advance for use of the Service. Provider will automatically renew and bill your credit card (a) every month for monthly licenses, (b) each year on the subsequent anniversary for annual licenses, or (c) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current license fee in effect during the prior term, unless Provider has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Provider’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Provider’s income.

8.4 You agree to provide Provider with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Provider reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. In addition to any other remedies available to Provider (including termination of the Services), you agree to pay interest on all late payments at a rate equal to 1.5% on the unpaid balance per month.

9. Term and Termination.

9.1 Termination Upon Expiration/Reduction in Number of Licenses. This Agreement commences on the date you accept it, terminates on the date selected by you (“License Term”), and will automatically renew for successive renewal terms equal in duration to the initial term at Provider’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least ten (10) business days prior to the date of the credit card charge for the following term. In the case of free trials, this Agreement will terminate at the end of the free trial period. In the event this Agreement is terminated (other than by reason of your breach), Provider will make available to you (provided that you paid for the Services) a file of the Processed Data within thirty (30) business days of termination if you so request at the time of termination. You agree and acknowledge that Provider has no obligation to retain the Processed Data, and may delete such Processed Data, at any time after 30 days after termination.

9.2 Termination for Cause. Any breach of your payment obligations or unauthorized use of the Provider technology or Service will be deemed a material breach of this Agreement. Provider, in its sole and absolute discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Provider has no obligation to retain the Processed Data, and may delete such Processed Data, if you have breached this Agreement, including but not limited to, your failure to pay outstanding fees.

10. Service Discontinuance.

Provider reserves the right to suspend or terminate your access to the Service, without notice, if (a) you fail to pay any amount when due, or your account otherwise becomes delinquent, or (b) you violate any term of this Agreement. Provider reserves the right to impose a reconnection fee in the event your access is suspended or terminated and you thereafter request and receive access to the Service. The reconnection fee will include, at a minimum, the amount of the then-current monthly fees multiplied by the number of months the Service was discontinued. Provider may terminate your access to the Service at its convenience, effective on expiration of the then-current period for which payment has been received, by notifying you at least ten (10) business days prior to the end of such current Term and refunding to you any fees paid, prorated for the period of time remaining in your subscription.

11. Confidentiality.

11.1 Confidential Information. Provider and you will each exercise commercially reasonable efforts to prevent the unauthorized disclosure of any information that is designated to be confidential or that either Provider or you know or have reason to know is confidential. A recipient of Confidential Information of the other party may only use the Confidential Information in connection with the exercise of its rights or performance of its obligations under this Agreement. Without limiting the foregoing, “Confidential Information” includes the terms of this Agreement and the Services; your Processed Data; and any financial business and technical plans and strategies, inventions, new products, pricing information, and technology of each party, respectively. Confidential Information does not include information that, as evidenced by the recipient’s written records: (a) is already known by the recipient, without any obligation of confidentiality, prior to the time such information is disclosed to recipient; (b) becomes through no act or fault of recipient, publicly known; or (c) is independently developed by recipient without reference to Provider’s Confidential Information. Recipient may disclose Confidential Information to the extent required to be disclosed by a court or governmental agency in accordance with a statute, regulation, or valid order; provided that recipient first notifies Provider and gives it the opportunity to seek a protective order or similar administrative remedy or to contest such required disclosure. 11.2 Return of Confidential Information. On the earlier of Provider’s request or the termination of this Agreement, each party will promptly return or destroy all Confidential Information of the other party and related materials in its possession, discontinue all further use of the Confidential Information, and certify to the other that such action has been taken. 11.2 Contributions to Provider. By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Provider through its suggestion or feedback web pages, if any, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Provider is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Provider shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Provider may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Provider without any obligation of Provider to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Provider under any circumstances.

12. Your Indemnification.

You shall indemnify and hold Provider, its licensors, and affiliates, and each of their respective officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorney fees and costs) arising out of or in connection with: (a) your use of the Service or any of the Provider Materials, (b) a claim alleging that the use or disclosure of any information or data infringes the rights of, or has caused harm to, a third party; or (c) a claim arising out of your breach of this Agreement.

13. Disclaimer; Limitation of Liability.

THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY SUPPORT SERVICES PROVIDED AND ANY DELIVERABLES, IF ANY, ARE PROVIDED AS IS, AS AVAILABLE. PROVIDER HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, OR THE PROVIDER MATERIALS INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE SERVICE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROVIDER AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE SYSTEM, OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER DISCLAIMS ANY WARRANTY TO ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY BENEFICIARY.

PROVIDER’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY SUCH EVENTS.

IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL PROVIDER OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SERVICE, OR ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, EVEN IF YOU HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. U.S. GOVERNMENT RIGHTS.

If you are, or you are entering into this Agreement on behalf of, any agency or instrumentality of the United States Government, the computer software, documentation, and technical data accessible while using the Service or the Provider Materials are “commercial computer software” and “commercial computer software documentation”, respectively, and are provided under FAR 12.212, and FAR 12.211, or DFARS 227.7202, and DFARS 252.227-7015. The rights provided under this Agreement are rights customarily provided to the public and you must contact the Provider to the extent you wish to negotiate and be granted further rights. Any further rights must be expressly set forth in a special addendum made a part of this Agreement.

15. Use Outside of the United States.

The Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the U.S. Department of the Treasury Office of Foreign Assets Control, and other U.S. agencies. Provider and its licensors make no representation that the Service is appropriate or available for use in other locations. You acknowledge and agree that the Service shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries for which the United States maintains an embargo, or to a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders.

16. Notice.

Any notice to be given by Provider under this Agreement may be given, at Provider’s option, by means of a general notice on the Service, electronic mail to your electronic mail address of record in Provider’s account information, or by hard copy written communication sent by nationally recognized overnight delivery service or first class mail or prepaid post to your address on record in Provider’s account information. You may give notice to Provider (such notice shall be deemed given when received by Provider) at any time by any of the following: letter sent by confirmed facsimile to Provider at the following fax number, 818.247.8848, or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Provider at the following address: 1460 4th Street, Santa Monica, CA 90401. Any notice delivered in accordance with this section shall be deemed to have been given on actual receipt, or the expiration of five (5) days (Provider holidays and weekends excepted) after mailing or posting (if sent by first class mail or prepaid post) or 12 hours after sending (if sent by email to you).

17. Modifications to Policies and This Agreement.

17.1 Agreement Modification. This Agreement may not be amended or otherwise modified by you except under a hard copy written document, signed by you and Provider, specifically evidencing the intent to amend or modify this Agreement. This Agreement, however, may be amended or otherwise modified by Provider effective upon posting an updated version of this Agreement at http://www.theenterpriseu.com/terms, providing you reasonable electronic notice of the modification.

17.2 Review and Notification. You are responsible for regularly reviewing this Agreement and Provider’s privacy, security, and other policies and your continued use of the Service after any such modifications constitutes your agreement to such modifications regardless of whether you have actually reviewed such modifications. Any notification of modifications by electronic mail or otherwise shall be for courtesy only and shall not be deemed to constitute any change to the modification procedure set forth in this provision.

18. Force Majeure.

Neither party shall be liable for nonperformance or delay in performance (other than of payments or confidentiality obligations) caused by any event reasonably beyond the control of such party, including, but not limited to, wars, acts of terrorism, civil commotion, national emergency, Internet malfunction, electrical power failure, labor disputes, epidemics, fire, flood, earthquake, force of nature, or any law, proclamation, regulation, ordinance, or other act or order of any court, government, or governmental agency.

19. Assignment.

This Agreement may not be assigned by you without the prior written approval of Provider, which may be withheld by Provider in the exercise of its sole discretion. This Agreement may be assigned without your consent by Provider to (a) a parent or subsidiary of Provider, (b) an acquirer of all or substantially all of the assets of Provider, or (c) any successor in interest of Provider. Any purported assignment in violation of this section shall be void. No change in control of Provider, however effectuated, will constitute an assignment under this Agreement.

20. Links.

The Services may provide, or third parties may provide, links to other web sites, virtual worlds, or other resources. Because Provider has no control over such sites and resources, you acknowledge and agree that Provider is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

21. Miscellaneous.

This Agreement shall be governed by California law, without regard to its conflicts of law provisions and without regard to the United Nations Convention on the International Sale of Goods. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. Notwithstanding the foregoing sentence, (but without limiting, and you hereby acknowledge and agree to, Provider’s right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising from or relating to this Agreement (including the enforceability of this arbitration provision) shall be referred to and administered by a single arbitrator in accordance with the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) Streamlined Arbitration Rules and Procedures. The arbitrator shall be affiliated with JAMS and selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in Los Angeles, California using the English language and pursuant to the rules of (and administered by) JAMS. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. The English language version of this Agreement shall govern. Any text or information set forth on any purchase order, preprinted form, or document delivered by you shall not add to, vary, or diminish the terms of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Provider as a result of this Agreement or use of the Service. The failure of Provider to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Provider in writing delivered by electronic mail, or otherwise as allowed under this Agreement, to you. This Agreement comprises the entire agreement between you and Provider and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event of any conflict between any policies of Provider and this Agreement, the provisions of this Agreement shall prevail.

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