END USER SOFTWARE TERMS OF USE

These End User Software Terms of Use (the “Agreement”) is made by and between the person or company clicking “I Agree” when prompted to do so or using the software with which this Agreement is distributed (“You,” “you” or “your”) and Avionté, LLC (“Avionté”) and governs your use of the AviontéBOLD and AviontéCLASSIC software (as well as any upgrades, modified versions, updates, additions and copies thereof) (“Software”) and any related explanatory materials (“Documentation”).

LICENSE GRANT
Subject to the terms and conditions of this Agreement (including the conditions set forth in the “Restrictions” section below), Avionté hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software and the Documentation in connection with your or your employer’s internal business operations. You acknowledge and agree that your and your employer’s use of the Software may be subject to additional terms and conditions, including Avionté’s Master Services Agreement . You may copy the Documentation for back-up and archival purposes, provided that the original and each copy remain in your possession.

RESTRICTIONS
The Software and the Documentation are proprietary to Avionté and Avionté remains the owner of all rights, title and interests in and to the Software and the Documentation, including all intellectual property rights in and to any of the foregoing.

You will not and will not authorize any third party to: (i) access, view, use, copy, modify or prepare derivative works of any part of the Software or the Documentation, except as expressly authorized in this Agreement; (ii) resell, distribute, rent, lease, sublicense, lend, give, market, commercialize, assign or otherwise transfer rights or usage of all or any part of the Software or Documentation to any third party, except as expressly authorized in this Agreement; (iii) reverse engineer, disassemble, decompile, or cause or allow discovery of the source code (except to the extent that such a restriction would be a breach of applicable law) for any part of the Software or attempt to do so; (iv) remove, obscure or alter the copyright, trademark or other proprietary notices affixed to or contained in the Software or the Documentation; or (v) place the Software onto a server so that it is accessible via a public network such as the Internet.

CONFIDENTIALITY
From time to time during the Term of this Agreement, Avionté may disclose or make available to you information about Avionté’s business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). You shall not disclose Confidential Information to any third party without the prior written consent of Avionté and shall restrict dissemination of Confidential Information within your own organization to those employees who have a need to have access to the Confidential Information.

SECURITY
Throughout the term of this Agreement, Avionté will maintain technical and security measures designed to prevent unauthorized disclosure of your data and shall comply with all applicable federal, state, and local, laws, regulations and industry standards, in the performance of the Services. You will remain responsible for maintaining the security of your own computer system and account for the Software, including the protection of any applicable passwords.

You are responsible for all activities that occur on your account, regardless of whether you authorized such access to occur. You will immediately report to Avionté any actual or suspected security breaches, unauthorized access to your account, disclosure of confidential information or violations of data security policies, incidents, concerns or complaints, in each case to the Avionté customer support desk using the web portal at https://support.avionte.com, by email at info@avionte.com, or by telephone at (877) – 4AVIONTE. In the event that an account is believed to have been compromised, the person detecting the incident should report the incident immediately to Avionté. A compromise will affect the functionality of any account, and the account will not be restored until the risk associated with any such compromise has been mitigated.

TERMINATION; TRANSFERS
Avionté may terminate this Agreement and the license granted hereunder at any time by providing written notice to you at least fourteen (14) days’ notice in advance of the date of termination. You may terminate this Agreement at any time by ceasing your use of the Software and destroying any copies of the Documentation in your possession or control. This Agreement, and your right to access and use the Software, shall automatically terminate if your employer’s agreement with Avionté regarding the Software terminates or expires or you cease to be employed by the employer that has a business relationship with Avionté.

You may not assign or otherwise transfer this Agreement or any other rights or obligations herein without the express written consent of Avionté. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, their successors and assigns.

DISCLAIMER
THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY OR ARISING BY COURSE OF DEALING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, IN CONNECTION WITH THE SOFTWARE AND THE DOCUMENTATION. You acknowledge and agree that Avionté will not, and is under no obligation to, provide any maintenance or support of the Software. As between you and Avionté, you are solely responsible for maintaining or supporting the Software.

GENERAL TERMS
IN NO EVENT WILL AVIONTÉ, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, GENERAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS INTERRUPTION), LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND WHATSOEVER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, EVEN IF AVIONTÉ HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. YOU ACKNOWLEDGE THAT AVIONTÉ COULD NOT MAKE THE SOFTWARE AVAILABLE TO YOU ON THE TERMS SET FORTH IN THIS AGREEMENT IF AVIONTÉ’S LIABILITY AND THAT OF THIRD PARTIES WERE NOT LIMITED AS SET FORTH IN THIS AGREEMENT. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY LIABILITY OF AVIONTÉ WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

This Agreement will be governed under the laws of the State of Minnesota, without regard to its conflicts of law provisions. This Agreement may not be amended except by a written agreement executed by both parties. The failure of either party at any time to require performance of any provision of this Agreement or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.