END USER LICENSE AGREEMENT

DIGIBEE., is a limited liability corporation, established in Dover, Delaware and hereby represented by its administrators.

As you are our special guest, we like to leave things in place for your convenience, and we are here to lay out what you should be doing on our Digibee Hybrid Integration Platform.

FIRST THINGS FIRST 
Thank you for joining Digibee Hybrid Integration Platform. We are about to release the platform for your use, but first we need to know that you have read and agreed with the Terms of Use License before we continue.
You are probably accessing on behalf of a company. In this case you must be authorized to use our platform on behalf of this company, otherwise we may block your access.
Things change and so does Digibee. Therefore, we may change this license to improve the use of our platform or the safety of our users. If this happens, we will introduce you to a new version of this agreement as soon as you re-access our platform.

LICENSE
This document is your permission to use the Digibee Hybrid Integration Platform (License) and entry into the Digibee World and the source of Digibee’s Power.
Regarding your license, you must know:
This license is yours, and no one else’s. This means your license is non-exclusive, revocable, non-transferable, and sub licensable.
We can provide more licenses, just like yours, to other users. 
Digibee Hybrid Integration Platform usage is given according to this license.
We would like to remind you that we can update this license. 

WE NEED TO KNOW YOU BETTER
Before we can grant you access, we need to create your user account, which is your ID in the Digibee world.
To create a user account, we need you to promise that the information you will give us is: True, Accurate, Current, and Complete.
You must also promise that this information will be updated as necessary.
One last promise: that you will not misuse Digibee Power! We are in compliance with best practice and high transparency standards  and if we find something wrong, we warn you that your access may be suspended.
Once we know you better, we will give you access to Digibee Power through a password that you must choose and keep secret. Remember: with great Powers comes great responsibilities!

DIGIBEE POWER
The great Power bestowed upon you is the power of digital transformation. Do it better and faster. Be more productive. You can literally change the world with a pipeline. But be careful! There are rules you must follow:
Remember that your password and username give you access to Digibee Power. Be careful that your username and password are not used by others.
You may not attempt to decompile, copy, reverse engineer, or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform or any software, documentation or data related to or provided to you;
You may not reproduce, redistribute, sublicense, copy and store to any other media or storage format that Digibee Power gives you access to.
Be careful not to create integrations that expose trade secrets. At Digibee we like to keep things confidential.

OUR BRAND
If you like us so much that you want to use our name or our logo in some way, ask us for a special authorization. This does not mean that we promise that we will give you a permit, but we will certainly review your request very carefully.

WE COULD BE WATCHING YOU
As a source of Digibee Power, the Digibee Hybrid Integration Platform may be inspected without this implying that we are invading your privacy. Far from it. What we want is to ensure the good use of the Digibee Hybrid Integration Platform. While using our product(s) and for registration purposes, you may provide certain information to Digibee (collectively “Account Information”), such as company name, address, business registration information, information about subsidiaries and information regarding authorized users. Therefore, in this document, you as a Licensee agrees: (i) that you are responsible for the accuracy of all Account Information; (ii) to maintain and update the Account Information as necessary to keep it up to date, complete and accurate. As our Licensee you also agree and acknowledge that Digibee may automatically collect the Account Information, provided that we will not disclose any personal information of the Licensee’s authorized users to third parties without your prior written authorization. This written consent may be requested by us in electronic format, using, by way of example, online contracts, software assistants or other confirmations via the Product(s).  Licensee acknowledges and agrees that we have no obligation in relation to the accuracy or completeness of the Account Information. 
We promise that everything under scrutiny will be kept secret. Both sides agree to keep confidential any and all information relating to the Products, Documentation and Digibee technology and business. We will use all such information only for the purpose it has been provided to us. These obligations do not apply to information which is public.

OUR COPYRIGHT
We at Digibee have spent a lot of time thinking about creating a digital transformation platform and this has created the Digibee Hybrid Integration Platform and the existing Digibee Power. For this reason, we have intellectual property rights to the platform and would like you to promise that you will always respect these rights. Therefore, as a Licensee, you agree not to (a) copy or reproduce the Products, in whole or in part, (b) modify or create derivative works based on the Products; (c) resell, distribute, sublicense, lease, loan, rent or otherwise transfer the Products to any third party; (d) make any copies of Products available to third parties, be it as a Service Bureau, Application Service Provider or otherwise, (e) alter, disassemble, decompile, or reverse engineer any Product, or permit any third party to do so, or (f) use the Products outside the Territory or for any segments not covered by this EULA.  You cannot remove or obscure any copyright, trademark, patent or other proprietary rights notice that appears on the Products or Documentation. 
We hope this does not happen, but if you infringe any of our copyrights, or our partners, unfortunately we will have to block your access to Digibee Power and take the necessary actions to insure and enforce our legal rights.

VALUES [LET’S TALK MONEY]
We offer you access to incredible Power, but for that, we have a full cost to pay so that we can continue to drive Digibee Power more and more.
Therefore, your access to the Digibee Hybrid Integration Platform depends on the financial contribution that the company you represent has promised to make through a contract.
Don't Lose Digibee Power: Keep up with what you agreed with us.
If you fail to fulfill your payment promise to us, in extreme cases we may suspend your access to Digibee Power and may even turn off the environment in which you run the applications you have created using Digibee Power.
We need to warn you that Digibee cannot be held responsible if the loss of your powers for non-payment causes any direct or collateral damage to you or anyone else.

BYE-BYE USER’S ACCOUNT
You may have your User Account canceled if:
21.1. You request via a cancellation link;
21.2. If our contract ends;
21.3. If you break any promises you made to us;
Caution # 1: If you close your account, we may permanently delete your account, with all work on it.
Caution # 2: If you do not access your Digibee Power for 12 or more months, we will understand that you have left us. For this reason, we may permanently delete your user account and all data associated with it.

IT’S NOT MY FAULT
Digibee is not responsible for:
24.1. While we understand that the Digibee Hybrid Integration Platform is exceptional, you may not be suited to the Digibee Power it offers.
24.2. Digibee Power generates results in the physical world, so be careful how you use it, because whatever you create will be your responsibility, whether the result is positive or negative.
24.3. If we cancel your account because of you, we are not responsible for the outcome of this cancellation.
24.4. We have a Service Level Agreement (SLA). It includes all Digibee responsibilities.
24.5. You as a licensee acknowledges and agrees that our product installation, access and use may be dependent upon access to third party software or hardware, telecommunications, Internet services and/or cloud-based products or services (“Third Party Services). You are responsible for acquiring and maintaining all Third-Party Services required to access and use the Products, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.  Licensee acknowledges and agrees that Digibee does not provide such Third-Party Services, and that we are not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such Third-Party Services.

OUR PLEDGE
25.1. For a period of ninety (90) days from the date when the respective Product has been made available to Licensee, the  Product developer warrants that the Product will function substantially in accordance with the written configuration, installation and user manuals (“Documentation”) made available to Licensee in connection with making the Product available. In the case of reproducible verified breach of the warranty, Licensee’s remedies and Digibee’s obligations are limited to the following actions at Digibee’s sole discretion: (a) repair or replacement of the defective Product, or (b) return of the defective Product and termination of the license for that Product in exchange for Digibee refunding the fees received by Digibee for the defective Product. 

25.2. To the extent permitted by law, Digibee disclaims, on behalf of the product developer, all other warranties, express or implied, including without limitation, warranties of non-infringement, merchantability, or fitness for a particular purpose. The product(s) are licensed and provided “as is”, without any other warranties other than the limited warranties expressly stated in these terms and conditions.

25.3. The Product developer will defend (or settle) any suit or action: (i) brought against Licensee to the extent that it is based upon a claim that a Product infringes or misappropriates any United States patents, copyright, trademark or trade secret of a third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are finally awarded against Licensee.  The Product developer obligations under this Section 25.3 are contingent upon: (a) Licensee providing the Product developer with prompt written notice of such claim; (b) Licensee providing reasonable cooperation to the Product developer, at the Product developer’s expense, in the defense and settlement of such claim; and (c) the Product developer having sole authority to defend or settle such claim.   

25.4. In the event that Product developer’s right to provide any Product is enjoined or in Product developer reasonable opinion is likely to be enjoined, Product developer may obtain the right to continue providing the Product, replace or modify the Product so that it becomes non-infringing, or, if such remedies are not reasonably available, Digibee may terminate this EULA without liability to Licensee. If a final injunction is obtained against Product developer´s  or Licensee’s use of any Product by reason of infringement or if in Product developer’s  opinion any Product is likely to become the subject of a successful claim of such infringement, Product developer may, at its option, either procure for Digibee or Licensee, as applicable, the right to continue using such Product or replace or modify the same so that it becomes non-infringing.  In the event that neither of the foregoing is reasonably practicable, Digibee may cause Licensee to return such Product, and (i) for Subscription Products, Digibee shall refund or credit Licensee an amount equal to the fees paid by Licensee to Digibee for the Subscription Product in the six (6) months preceding the date of return and (ii) for Licensed Products, refund or credit Licensee the license fee paid by Licensee to Digibee for the Licensed Product, less depreciation calculated on a straight line basis over a five (5) year period preceding the date of return.  The foregoing states the entire obligation of Digibee and product developer with respect to any alleged or actual infringement or misappropriation of intellectual property rights by the products.   

25.5. The Product developer, Digibee shall have no obligation under this Section 25 if and to the extent that such claim arises from: (a) modification to the Product made by a party other than the Product developer, if a claim would not have occurred but for such modification; (b) the combination, operation or use of the Product with Third Party Services or data not supplied by the Product developer, if a claim would not have occurred but for such combination, operation or use; (c) Licensee’s failure to use updates or modifications to the Product provided by the Product developer, Digibee to avoid a claim; or (e) Licensee’s use of the Product other than in accordance with this EULA or the relevant Documentation.

These sections, 25.1 to 25.5, state the entire liability and obligation of the Product Developer, and the exclusive remedy of licensee with respect to any actual or alleged infringement of any patent, copyright, trade secret, trademark or other intellectual property right by a product.

25.6. Digibee is not liable to Licensee in connection with this EULA for (a) loss of actual or anticipated profit, (b) losses caused by business interruption, (c) loss of goodwill or reputation, (d) losses caused by a data security breach, (e) loss of or corruption of data, (f) losses arising from content provided by licensee or its authorized users and posted through the products or (f) any indirect, punitive, exemplary, multiple, special, or consequential cost, expense, loss or damage, even if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by them and whether arising from breach of contract, tort, negligence, breach of statutory duty or otherwise.

25.7. The maximum liability of Digibee under or in connection with this EULA shall in aggregate be limited to the amount of any fees paid in the preceding six (6) months by licensee to us.

FINALLY
If you have come this far, congratulations! We are proud! Let's agree on the following to give you this license:
26.1. If we have agreed anything prior to this agreement regarding the license, we will understand that this Agreement will supersede all that we had previously said in this regard;
26.2. If anything is found to be invalid on this license, we will continue for the rest of what we have agreed here.
26.3. The failure by either party to enforce any provision of this EULA will not constitute a waiver of future enforcement of that or any other provision.
26.4. If for any reason a court of competent jurisdiction finds any provision of this EULA invalid or unenforceable, that provision of the EULA will be enforced to the maximum extent permissible and the other provisions of this EULA will remain in full force and effect.
26.5. Neither party will be responsible for any failure or delay in its performance under this EULA (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, shortages of or inability to obtain labor, energy or supplies, war, terrorism, riot, acts of God or governmental action.
26.6. The Initial Term of this EULA is stated in the proposal.  The Initial Term shall automatically renew for an additional twelve (12) month period (each a “Renewal Term” and collectively with the Initial Term, the “Term”) unless a party gives notice in writing to the other party at least ninety (90) days advance of the start of the Renewal Term that it does not wish to renew the EULA, in which case this EULA will terminate at the end of the then-current Term. The fees for any Renewal Term may be increased by no more than five (5) percent over the prior year’s fees.
26.7. Digibee shall have the right to terminate this Agreement with immediate effect if Licensee breaches any material provision of this EULA, including for non-payment of the fees listed in the Commercial Proposal signed by Licensee. This EULA shall automatically and without notice terminate upon Licensee becoming subject to insolvency, receivership or bankruptcy proceedings or Licensee becoming otherwise unable to perform its duties under this EULA in ordinary course of business.
26.8. Upon termination of this EULA for any reason, any and all licenses granted hereunder will terminate and Licensee shall (i) pay any remaining fees due to Digibee, (ii) discontinue all use of the Product(s) immediately and (iii) destroy or return all copies of the Product(s) and Documentation.
Governing Law
This license shall be governed by the laws of the state of Florida and both parties hereby consent to the exclusive jurisdiction and venue in the state and federal courts located in the State of Florida.