Software as a Service App Agreement 
This Software as a Service App Agreement (“Agreement”) is between the person (“you” or “your”) who registers for, accesses or uses the Colibrium Application Forward (“App”) and HGS Colibrium, Inc. (“Colibrium”), a Delaware corporation.
By accessing or using the App, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not register for, access or use the App and you are not authorized to access or use the App.
1.	Term. Unless earlier terminated in accordance with the terms of this Agreement, the term of this Agreement begins upon the first to occur of your registration to use the App, your first access, or your first use of the App and ends when you cease using, or when you no longer have the right to use, the other Colibrium products and services that utilize this App (“Term”).
2.	Services. Colibrium grants to you the following non-exclusive, nonassignable rights during the Term:
(a)	To access and use the App while the App is operated solely on the Microsoft Dynamics 365 platform (“Platform”); and 
(b)	To use the App solely in connection with your use of other Colibrium products and services.
3.	Service Limitations. Your use of the App is conditioned upon your compliance with the following:
(a)	you may not copy the App or seek to obtain any object,  source, or interpreted code of the App;
(b)	you may not modify or otherwise create derivative works or other changes to the App;
(c)	you may not reverse engineer, disassemble, decompile, or otherwise attempt to derive or gain access to the source code of the App or any part thereof;
(d)	you may not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App or any documentation of the App; 
(e)	you may not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features and functionality of the App, to any third party for any reason; and 
(f)	your use of the App may require you to agree to certain terms and conditions applicable to the access and use of the Platform.
4.	Reservation of Rights. Except for the express rights granted in this Agreement, no other rights or licenses are granted to you, and no rights are granted to you by implication, all such rights being reserved to Colibrium. Without limiting the foregoing, no rights are granted to you to possess or use the source code of the App.
5.	Ability to Use. You acknowledge that the App will not operate without the use and integration of other products and services of Colibrium. 
6.	Updates. Colibrium may from time to time in its sole discretion develop and provide updates to the App, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Colibrium has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
7.	Third Party Materials. The App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Colibrium is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Colibrium does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
8.	Privacy Policy. Except as described below with respect to Microsoft, the use of all data and other information provided to you or created by you in connection with your use of this App, including all personally identifiable information, are governed by Colibrium’s Privacy Policy, located at https://www.teamhgs.com/privacy-policy-terms-use. You agree to the use of data and information, including personally identifiable information, in accordance with Colibrium’s Privacy Policy.
9.	Microsoft Use of Information. Microsoft may collect information such as, but not limited to, your IP address, request, time of submission and the results returned to you, in connection with your use of the App and the Platform. All such information collected will be subject to, and used in accordance with, the data practices described in the then-current Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com/en-us/fullnotice.aspx. 
10.	Other Colibrium Products and Services. Your use of any other Colibrium products and services, including, without limitation, the services, information, and functionality you receive from other Colibrium products and services through the use of the App, are governed by the licenses, terms, and conditions of other agreements with Colibrium regarding those products and services.
11.	Termination. This Agreement, and all licenses granted under this Agreement, shall automatically terminate upon your breach of any provision of this Agreement.
12.	No Warranty. THE APP IS PROVIDED TO YOU “AS IS, WHERE IS” WITH NO WARRANTY WHATSOEVER. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ERROR-FREE USE, AVAILABILITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE EXPRESSLY DISCLAIMED. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY SUCH IMPLIED WARRANTIES RELATING TO THE APP ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF FIRST USE OF THE APP.
13.	Limitation of Liability and Remedy. 
(a)	NEITHER COLIBRIUM, MICROSOFT, NOR ANY SUPPLIER OR LICENSOR OF COLIBRIUM WILL BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF THE APP, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST REVENUES, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF COLIBRIUM, MICROSOFT, OR SUCH SUPPLIER OR LICENSOR KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(b)	NEITHER MICROSOFT NOR ANY SUPPLIER OR LICENSOR OF COLIBRIUM WILL HAVE ANY LIABILITY TO YOU FOR ANY DIRECT DAMAGES WHATSOEVER. COLIBRIUM’S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES WILL NOT EXCEED THE SUM OF FIVE HUNDRED DOLLARS ($500.00). 
(c)	You acknowledge and agree that the App is provided to you without charge, that the limitations of liability and remedy described above are reasonable under the circumstances and that Colibrium would not have entered into this Agreement had you not agreed to these limitations.
14.	Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO ITS RULES REGARDING CONFLICTS OF LAW. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION BROUGHT BY YOU AGAINST COLIBRIUM SHALL BE BROUGHT IN THE STATE COURTS OF THE STATE OF GEORGIA OR CORRESPONDING FEDERAL COURTS, YOU CONSENT TO THE VENUE OF SUCH COURTS, AND YOU WAIVE ANY DEFENSES OF LACK OF PERSONAL JURISDICTION OR FORUM NON CONVENIENS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF EITHER PARTY TO OBTAIN EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, INJUNCTIVE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION. 
15.	Miscellaneous. You shall not assign your rights and duties under this Agreement without the written consent of Colibrium, in Colibrium’s sole discretion. Any assignment in violation of this section shall be void and of no force or effect. This Agreement is binding upon and inures to the benefit of the parties and their successors and permitted assigns. All waivers must be in writing to be effective and will not be deemed to have any continuing effect. If any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other for any purpose whatsoever.  Neither party shall have the authority or power to bind the other or to contract in the name of or create a liability against the other, in any way or for any purpose. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals, written or oral, with respect to the subject hereof.