Unity for Dynamcs END USER LICENSE AGREEMENT

Please read this End User License Agreement carefully before proceeding.  This is a legal Agreement between you and Intellective.  This Agreement provides a license to use U4D and contains warranty and liability disclaimers.  

BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, INTELLECTIVE IS UNWILLING TO LICENSE U4D TO YOU AND YOU SHOULD NOT USE U4D.  IN THAT CASE, PLEASE CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE.   IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
1. Definitions
1.1. "Agreement" means this End User License Agreement document. 
1.2. "Documentation" means all online help files or written instruction manuals and other materials regarding Unity for Dynamics provided by Intellective to you.
1.3. "Intellective" means Vegatek Corporation, dba Intellective.
1.4. ”Unity Licensee” means Intellective or the Intellective customer who has  the right to operate a Unity Server and given you  the end point and credentials needed to connect to that Unity Server.
1.5. "Trial Version" means a version of U4D, so identified, to be used only to review, demonstrate and evaluate U4D.  The Trial Version may have limited features and will cease operating after a predetermined amount of either time or use due to an internal mechanism within the Trial Version.
1.6. "U4D" means the Unity for Dynamics application supplied by Intellective to you through the Microsoft AppSource Platform, including any updates and Documentation.  For the avoidance of any doubt, U4D is separate from Intellective's other software, services and products, such as Unity..
1.7. "Unity Server" means the server that runs Unity software that U4D connects to in order to access external data. 

2. License Grants
2.1. Subject to the terms, conditions, and limitations hereof, Intellective grants you the non-transferable (without the right to sublicense), non-exclusive right to install and use U4D.  This license may be granted to a Trial Version or non-Trial Versions. If you are receiving a Trial Version license, you acknowledge that the license is for non-production, trial use only to determine if you would like to pursue a non-trial license for U4D, Unity and other Intellective software, services and products.   If you are receiving a non-Trial Version license, you agree to only use U4D in conjunction with a Unity Server that is licensed for production usein accordance with the Documentation and all applicable laws, rules and regulations. 
2.2. The Trial [DJ1][RE2][DJ3]Version allows you to upload files and other data (collectively, "Trial Content") to a "sandbox" server, which server is available to all trial users to use, including such other users being able to view and download your uploaded files.  You agree not to upload any Trial Content to the Trial Version of U4D that is proprietary or confidential. As between you and Intellective, you remain the sole owner of and solely responsible for your Trial Content, but by submitting your Trial Content, you hereby grant Intellective a nonexclusive, worldwide, royalty-free, fully paid up, irrevocable, perpetual right and license to link to, reproduce, distribute, adapt, promote, display, and sublicense the Trial Content within the “sandbox” for use by other trial users and Intellective in the “sandbox” and in trials of dowloading and uploading content to and from the sandbox  Intellective does not endorse, guarantee, or assume any responsibility, obligation or liability relating to Trial Content, including without limitation liability for third-party claims for defamation, libel, slander, infringement, invasion of privacy, violation of publicity rights, obscenity, pornography, profanity, fraud or misrepresentation.  Intellective reserves the right to remove any Trial Content at any time, with no obligation to notify you of the removal.  If you download any Trial Content from another user, you acknowledge that you do so at your own risk, as such content is provided "AS IS" without warranty of any kind from Intellective. 

3. License Restrictions
3.1. Other than set forth in this Agreement, you may not make or distribute copies of U4D, or electronically transfer U4D from one hardware product or medium to another hardware product or medium through a network or by any other means.  
3.2. You may not alter, merge, modify, adapt, translate, reverse engineer, de-compile, disassemble, or create derivative works based on U4D.
3.3. You may not rent, lease, resell, sublicense, grant a security interest in, or otherwise transfer rights to U4D.  Any attempt to do so shall be void and of no effect.
3.4. You may not remove or obscure Intellective's copyright, trademark, or other propriety notices or legends from U4D.  
3.5. You may only use the Trial Version of U4D for the purpose of evaluating whether to purchase an ongoing license to U4D and, if you download any content as part of your Trial, to only maintain that content as long as necessary to determine if you want to license a non-trial version of U4D and then promptly delete the content.  You agree not to use any content downloaded from the Trial for any other purposes and acknowledge that your use rights to such content are limited to what is expressly set forth in this section.  INTELLECTIVE RETAINS THE RIGHT TO TERMINATE THE EVALUATION PERIOD WITHOUT NOTICE. YOU[JM4][RE5][DJ6] ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOU WILL NOT SUFFER ANY DAMAGE WHEN U4D CEASES OPERATION.  
3.6. You may not use U4D (a) to develop any application having the same primary function as U4D; (b) for in connection with providing any fee-based or other compensated service; or (c) in operating an on-line service, bulletin board, Web or Internet access service or enabling third parties to access such services or use data received from such services.
3.7. You acknowledge that U4D may contain self-reporting technology by which Intellective may receive information deemed relevant by Intellective to improving U4D, Unity Server or other software, services or products of Intellective, monitoring compliance, and any other purposes as determined by Intellective.  You shall not tamper with or attempt to disable such self-reporting technology.
3.8. U4D is not intended for use, and you may not use or allow others to use U4D in connection with any product or application requiring fail-safe performance such as weapons control systems or any other systems whose failure could lead to injury, damage, or mass destruction.  Intellective will have no liability, and you are solely responsible, for any expense, loss or damage incurred as a result of such use.

4. Title
You acknowledge and agree that Intellective and its licensors own all right, title, and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in U4D.  You assign to and agree that Intellective shall own and have the right to exploit and include in U4D any suggestions, enhancements requests, feedback, recommendations or other information provided by you related to U4D.  Your rights in U4D, updates, and the related materials supplied by Intellective pursuant to this Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of this Agreement.  No right of ownership, expressed or implied, is granted under this Agreement.  

5. Publicity
If you are a non-Trial Version user of U4D, Intellective may identify you on its customer lists and list you as a customer in its marketing materials, and reproduce your company name, logo, trademark, trade name, service mark, or other commercial designations, solely in connection therewith.  [RE7][JM8][DJ9]Intellective will not otherwise use your name for any publicity or marketing purposes without your prior written consent.

6. Assignment
You may not assign this Agreement or the license granted hereunder in whole or in part without the prior written consent of Intellective, which consent shall not be unreasonably withheld.  Any assignment made in conflict with this provision shall be void.  This Agreement shall benefit and bind the permitted successors and assigns of the parties.  

7. Term and Termination
7.1. This Agreement and the license granted herein shall remain effective for the term identified at the time you were granted access to[DJ10][JM11][RE12][DJ13] U4D, unless terminated in accordance with this Agreement.  
7.2. You may terminate this Agreement and the license at any time by destroying all copies of U4D in your possession or control.  
7.3. This Agreement and the license will terminate immediately without notice from Intellective if you fail to comply with any provisions of this Agreement.  Upon termination, you shall destroy all copies of U4D in your possession or control.  

8. Payment and Fees; Suspension Rights
8.1. Except for Trial Versions of U4D, your use of U4D is dependent upon the Unity Licensee who is maintaining the Unity Server timely paying Intellective all amounts owed for such Unity Licensee’s  use of Intellective's software, services and products, including without limitation all amounts owed for use of U4D.  Termination of this Agreement shall not entitle you or the applicable Unity Licensee to any refund.  
8.2. You acknowledge that Intellective may suspend your access and/or use of U4D either (a) when the Unity Licensee who granted you access to a Unity Server is past due on any of the amounts referenced in Section 8.1 or (b) when Intellective believes that you are using U4D and/or any other materials or services provided by Intellective not in accordance with this Agreement[JM14][RE15][DJ16].  

9. Warranty and Indemnity Provisions
9.1. Trial Content.  You warrants and covenants that you own or otherwise have and will have the necessary rights and consents in and relating to the Trial Content so that, as received by Intellective and used in accordance with this Agreement, such use does not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable laws or and government regulations.  You will indemnify, defend and hold harmless Intellective from any suit alleged or brought against Intellective by a third-party based on an allegation that information, instruction, products or materials provided by you to Intellective for use in connection with this Agreement directly or indirectly (including any Trial Content) infringes, misappropriates or otherwise violates any intellectual property rights, or any privacy or other rights of any third-party.
9.2. Disclaimer. To the fullest extent permitted by law, U4D (Trial Version or otherwise) is provided on an "AS IS" and "AS AVAILABLE" basis, WITHOUT REMEDIES OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF U4D IS BORNE BY YOU.  Intellective DOES NOT REPRESENT OR WARRANT THAT U4D, THE TRIAL CONTENT OR ANY OTHER SOFTWARE, SERVIES OR PRODUCTS PROVIDED HEREUNDER WILL SATISFY YOUR REQUIREMENTS; WILL OPERATE WITHOUT INTERRUPTION; ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS.  TO THE FULLEST EXTENT PERMITTED BY LAW, INTELLECTIVE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  

10. Limitation of Liability
10.1. To the fullest extent permitted by law:  (a) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL INTELLECTIVE OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, WHETHER FORESEEABLE OR NOT,  INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR DESTRUCTION OF DATA, LOSS OF ANTICIPATED REVENUES OR PROFITS, LOSS OF USE, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES; AND (B) IN NO EVENT WILL INTELLECTIVE'S TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES IN CONNECTION WITH OR RELATING TO THE SOFTWARE OR THIS AGREEMENT EXCEED U4D LICENSING FEE[DJ17]S PAID BY YOU TO INTELLECTIVE FOR USE OF THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATLEY PRIOR TO THE EVENTS FIRST GIVING RISE TO A CLAIM.  
10.2. NO CLAIM ARISING IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT MAY BE BROUGHT AGAINST INTELLECTIVE MORE THAN ONE (1) YEAR AFTER IT ACCRUES.

11. Your Covenants, Acknowledgements and Obligations
11.1. You acknowledge, understand and accept that (i) there is inherent risk of compromising information when sharing or transferring electronic documents, and you accept those risks and the fact that while U4D is intended to reduce such risks, it does not eliminate the risk of compromising information; (ii) you shall be solely responsible for insuring that your disclosure of information, including but not limited to third party information, complies with all applicable local, state and federal laws, rules, regulations and requirements relating to privacy; and (iii) improper use of (or unauthorized modifications to) U4D, including use beyond the scope of the license granted herein, may increase the risk of the inadvertent disclosure of compromising information.
11.2. You shall be responsible for and obtain all rights necessary for the operation of U4D in connection with any of your other programs or materials, including, without limitation, all rights of access and rights to modify under copyright (other than Intellective's copyright in U4D). You acknowledge and agree that Intellective is not responsible for the software, hardware, products and services of other entities or any acts thereof.  You shall follow proper back-up procedures for any uses of U4D and for all data, to protect against loss or error resulting from use of U4D.

12. Export Restrictions 
You shall not export, ship, transmit or re-export U4D in violation of any applicable law or regulation including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce. Without limiting the generality of the foregoing, U4D may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has placed an embargo; (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals list, or (c) the U.S. Commerce Department's Table of Denial Orders.  If you download or use U4D, you represent and warrant that you are not located in, or under the control of or a national of any such country or on any such list. 

13. Miscellaneous 
13.1. This Agreement and the information that is incorporated into this Agreement by written reference represents the complete agreement between you and Intellective concerning your license of U4D and replaces all previous agreements, memoranda, discussions or negotiations.  
13.2. No amendment to this Agreement shall be binding on the parties hereto unless agreed to in a writing signed by both parties which expressly refers to this Agreement.  
13.3. NOTHING CONTAINED IN ANY STANDARD TERMS OF PURCHASE, INVIOCE ACKNOWLEDGMENT, PURCHASE ORDER OR OTHER SIMILAR FORM SUBMITTED BY YOU,, SHALL IN ANY WAY SERVE TO MODIFY OR ADD TO THE TERMS OF THIS AGREEMENT.
13.4. You acknowledge that this Agreement allocates the risks of use of U4D between you and Intellective, and that the fee(s) (if any) paid by you or the Unity Licensee who granted you access to their Unity Server reflect the disclaimers, limitation of liability and allocation of risk under this Agreement.  
13.5. If any provision of this Agreement is held to be void or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of the Agreement will remain in full force and effect.
13.6. This Agreement shall be governed by the laws of the State of Delaware excluding those laws that direct the application of the laws of another jurisdiction.  The application of the United Nations Convention of Contracts for the International Sale of Goods to this Agreement is expressly excluded.  Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in the State of Delaware, and each party hereby submits to the personal jurisdiction of such courts and waives any defense related to venue or forum non conveniens.