Instabase, Inc. 
End User License Agreement 
EULA Last Updated: May __, 2021
0.	Introduction.
This End Used License Agreement (this “EULA”) applies by and between Instabase, Inc. (“Instabase”, “we”, or “us”) and the customer/user (the “Customer”, or “you”) who is accessing or using the Software (as defined below).  By accessing or using the Software, you agree to be bound by this EULA. If you do not agree to this EULA, you are not allowed to access or use the Software. The “Effective Date” of this EULA is the date you first access or use the Software.
If you are accessing or using Software in your capacity as an employee, consultant or agent of the contracting entity, you represent that you are an employee, consultant or agent of that entity, and that you have the authority to bind that entity to this EULA. For the purpose of this EULA, you (and, if applicable, the entity that you represent) will be referred to as “Customer” or “you”.
Instabase reserves the right to change or modify this EULA, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email or posting the revised EULA on this site and revising the date at the top of this EULA. Any changes or modifications will be effective after we provide notice that this EULA has been modified. You acknowledge that your continued access or use of the Software following such notice constitutes your acceptance of the modified EULA.
This EULA forms a binding agreement between you and Instabase.

Definitions. Here are some definitions we use in this EULA:
“Documentation” means any manuals, documentation and other supporting materials related to the Software that we generally provide to our customers. Documentation is considered part of the Software.
“Fees” means the fees you’re required to pay us to use the Software during the applicable License Term.
“License Key” means a data file utilized by the Software’s access control mechanism that allows you to use the Software during the applicable License Term.
“License Term” means the time period specified in a mutually-executed Order Form.  If no time period is set forth, the License Term will be one (1) year from the Order Effective Date.
The "Order Form" is a written or electronic form that you use to order Software. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this EULA.
The "Order Effective Date" is the effective date of each Order Form.
“Software” means the object-code version of Instabase’s proprietary enterprise software application. Software includes any applicable Documentation, as well as any Updates to the Software that Instabase provides to you or that you can access under this EULA.
An “Update” is a Software release that Instabase makes generally available to its customers, along with any corresponding changes to Documentation. An Update may be an error correction or bug fix, generally indicated by a change in the digit to the right of the second decimal point (e.g., a change from version x.x.x to x.x.y); or it may be an enhancement, new feature, or new functionality, generally indicated by a change in the digit to the right of the first decimal point (e.g., x.x.x to x.y.x) or to the left of the first decimal point (e.g., x.x.x to y.x.x).

License Grant. Subject to your compliance with the terms of this EULA, we hereby grant you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to install, execute, and use a single production instance of the Software for your internal business purposes during the applicable License Term, in accordance with the applicable Documentation, and only for the specific set of features, applications, and limitations set forth in that Order Form. You can make copies of the Software for non-production purposes only, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software.  Your agents and contractors can use the Software, as well, so long as they are using it on your behalf, and provided that you agree to be fully responsible for their behavior under this EULA.

Restrictions. We license the Software to you – we don’t sell it. As between the parties, Instabase owns all right, title and interest in and to the Software, and any intellectual property rights associated with the Software. Instabase reserves all rights in and to the Software that we don’t expressly grant you in this EULA. You agree not to, nor permit nor authorize any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or distribute the Software to third parties; (ii) host the Software for the benefit of third parties; (iii) disclose or permit any third party to access the Software, except as expressly permitted in Section 2, above; (iv) hack or modify the License Key, or try to avoid or change any license registration process we may implement; (v) modify, translate or create derivative works of the Software, or merge the Software with other software except as required for the intended operation of the Software; (vi) disassemble, decompile, or otherwise reverse engineer the Software or attempt to derive any of its source code, in whole or in part, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; (vii) modify, obscure, or delete any proprietary rights notices included in or on the Software or Documentation; (viii) otherwise use or copy the Software in a manner not expressly permitted by this EULA; or (ix) use any Software that we license to you beyond its applicable License Term.  

Government Users. We do not develop any technical data or computer software pursuant to this EULA. The Software and Documentation have been developed solely with private funds, are considered "Commercial Computer Software" and "Commercial Computer Software Documentation" as described in FAR 12.212, FAR 27.405-3, and DFARS 227.7202-3, and are licensed to U.S. Government end users as restricted computer software and limited rights data. Any use, disclosure, modification, distribution, or reproduction of the Software or Documentation by the U.S. Government, its end users or contractors is subject to the restrictions set forth in this EULA.

Delivery, Installation, and Training. As soon as possible after the applicable Order Effective Date, Instabase will make the Software available for you to download on a secure, password-protected website, and, if appropriate, send you an email containing your License Key for the initial License Term. You are responsible for (i) maintaining the confidentiality of the usernames and passwords that are being used to access the Software, including the ones you use to download the Software; and (ii) any activity that takes place using your usernames and passwords. Installation of the Software and any Updates are your responsibility, but we are happy to assist you for an additional fee.  We can also provide you with training on how to get the most out of the Software.  If you want installation assistance or training, let us know, and we will execute a separate agreement with you for that purpose.

Term and Termination.
Term. This EULA starts on the Effective Date and, unless terminated in accordance with this Section 6, will continue in effect throughout the initial License Term (the “Initial Term”), at which time it will automatically renew for additional one (1) year terms (each, a “Renewal Term”) until terminated by a party in accordance with this Section 6.  Instabase reserves the right to modify the Fees for the Software at any time upon thirty (30) days’ prior written notice to you, provided that the modified Fees will not apply until the next Renewal Term.
Termination for Convenience; Automatic Expiration. Either party can terminate this EULA for its convenience at the end of the Initial Term or any Renewal Term by providing written notice to the other at least thirty (30) days before the end of the Initial Term or any Renewal Term. This EULA will automatically expire without the requirement of notice if, at the end of the Initial Term or any Renewal Term, you decide not to pay the Fees required to renew your Software license for an additional License Term.
Termination for Breach. Either party can terminate this EULA immediately upon written notice to the other party if the other party breaches any part of it, and fails to cure the breach within thirty (30) days of receiving notice of the breach. Instabase reserves the right to terminate this EULA immediately upon written notice to you, and without giving you a cure period, if you breach any of the terms of this EULA relating to our intellectual property (including your compliance with the license grant and any license restrictions) or our Confidential Information (defined below).
Effect of Termination. When this EULA terminates or expires: (i) the License Term for any Software in your possession will immediately end; (ii) you will no longer have the right to use the Software, and any licenses we grant you in this EULA will automatically cease to exist as of the date of termination/expiration; (iii) if you owed us any Fees prior to termination/expiration, you will need to pay those Fees to us immediately; (iv) you will destroy all copies of the Software in your possession or control, and certify in writing to us that you have done so; and (v) each party will promptly return to the other (or, if the other party requests it, destroy) all Confidential Information belonging to the other. Sections 1, 3, 6.4, 8, 9.2, and 10 through 14 will survive the termination or expiration of this EULA for any reason.

Support.
Support. We will provide you with reasonable technical support for the Software, in accordance with our then-current standard support practices.  
Updates. Instabase will make Updates available to you for download as we make them generally available to our other customers, on the same secure website where you downloaded the Software.  
Exclusions. We might not be able to correct every problem we find, but we will use our reasonable efforts to correct any material, reproducible errors in the Software that you make us aware of. We might require your help in reproducing the error for us. We will not be responsible for supporting you in the following circumstances: (i) where someone (other than Instabase or its designee) has modified the Software; (ii) where you have changed your operating system or environment in a way that adversely affects the Software or its performance; (iii) where you have used the Software in a manner for which it was not designed, or other than as authorized under this EULA or the applicable Documentation; or (iv) where the problem is caused by your or your agents’ accident, negligence, or misuse of the Software. We are only required to support a given version of the Software for a year from the date of its commercial release, or six months from the commercial release of the next Update, whichever is longer. If you want support for earlier versions of the Software, we will try to help you if we can, but you will need to pay us for that help at our then-current rates.

Payment. You agree to pay the Fees to us in full, without deduction or setoff of any kind, in U.S. Dollars, within thirty (30) days of the date of the invoice we send you related to the applicable Order Form. Amounts payable under this EULA are nonrefundable, except as provided in Section 9.1. If you don’t pay us on time, we reserve the right, in addition to taking any other action that we see fit, to charge you interest on past due amounts at 1.5% per month or the highest interest rate allowed by law, whichever is less, and to additionally charge all expenses of recovery. You are solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Instabase’s net income) that are imposed or become due in connection with the subject matter of this EULA.

Limited Warranties.
Limited Warranties. We offer you the following limited warranties: (i) that the unmodified Software, at the time we make it available to you for download, will not contain or transmit any malware, viruses, or worms (otherwise known as computer code or other technology specifically designed to disrupt, disable, or harm your software, hardware, computer system, or network); (ii) that any services we perform for you under this EULA will be performed in a good and workmanlike manner, by appropriately qualified personnel (you just need to let us know about a problem within thirty (30) days of the date the services were performed); and (iii) that, for ninety (90) days from the date the Software is made available for download, the unmodified Software will substantially conform to its Documentation. We do not warrant that your use of the Software will be uninterrupted, or that the operation of the Software will be error-free. Our only obligation, and your only remedy, for any breach of these limited warranties will be, at our option and expense, to either (i) repair the Software; (ii) replace the Software; or (iii) terminate this EULA with respect to the defective Software, and refund the Fees you’ve paid for the defective Software during the then-current License Term once you’ve returned it to us (or destroyed it). These limited warranties will not apply if you modify the Software, or if you use the Software in any way that is not expressly permitted by this EULA and the applicable Documentation.
Disclaimer. THE LIMITED WARRANTIES DESCRIBED ABOVE ARE THE ONLY WARRANTIES WE MAKE WITH RESPECT TO THE SOFTWARE AND OUR TECHNICAL SUPPORT. WE DO NOT MAKE ANY OTHER WARRANTIES, AND WE HEREBY SPECIFICALLY DISCLAIM ANY OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 

LIMITATION OF LIABILITY.
Waiver of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INSTABASE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS EULA, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INSTABASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSTABASE’S TOTAL CUMULATIVE LIABILITY TO YOU OR TO ANY THIRD PARTY UNDER THIS EULA, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID US DURING THE 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.  MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
Basis of Bargain. You understand and agree that Instabase has set its prices and entered into this EULA with you in reliance upon the limitations of liability set forth in this EULA, which allocate risk between us and form the basis of a bargain between the parties.

Indemnification.
Instabase Indemnification Obligation. Instabase will defend or settle, at Instabase’s option and expense, any third-party claim brought against you to the extent that it is based on an allegation that your use or possession of the Software as permitted under this EULA infringes a U.S. patent or worldwide copyright or misappropriates a trade secret of any third party (each, a “Claim”), and, subject to Section 10, Instabase will pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and allow us to control, and reasonably cooperate with us in the defense of, any such Claim and related settlement negotiations.
Exclusions. You understand that Instabase will have no obligation to indemnify you for any Claim that is based upon: (i) the modification of the Software, unless Instabase or its designee made the modifications; (ii) your use of the Software other than as authorized by this EULA and the applicable Documentation; (iii) your failure to use updated or modified Software that we make available to you without additional charge that would have helped avoid or mitigate the Claim; (iv) your failure to stop using the Software after receiving written notice to do so from Instabase in order to avoid further infringement or misappropriation; or (v) the combination, operation or use of the Software with equipment, devices, software, systems, or data that Instabase did not supply (subparts (i)-(v) may be referred to collectively as “Indemnity Exclusions”).
Right to Ameliorate Damages. If your use of the Software is, or in Instabase’s reasonable opinion is likely to be, subject to a Claim under Section 11.1, Instabase may, at its sole option and expense (and in addition to Instabase’s indemnity obligation to you in Section 11.1): (i) procure for you the right to continue using the Software; (ii) replace or modify the Software so that it is non-infringing and substantially equivalent in function to the original Software; or (iii) if options (i) and (ii) above are not commercially practicable in Instabase’s reasonable estimation, Instabase may terminate this EULA and all licenses granted hereunder (in which event, you will immediately stop using the Software) and refund the Fees that you paid us for the then-current License Term.
Sole Remedy. THIS SECTION 11 SETS FORTH INSTABASE’S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Your Indemnification Obligation. Except to the extent that Instabase is obliged to indemnify you in Section 11.1 above, you will defend, indemnify, and hold Instabase harmless from and against any claims that may arise out of or that are based upon your use of the Software (including, without limitation, any Indemnity Exclusion).

Confidentiality.
Definition of Confidential Information. For the purposes of this EULA, “Confidential Information” means any business or technical information that either party discloses to the other, in writing, orally, or by any other means, and including things like computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. For the purposes of this EULA, the Software and Documentation, and any copies of them, will be deemed to be Instabase Confidential Information, regardless of whether they are marked as such.
Restrictions on Use and Disclosure. Neither party will use the other party’s Confidential Information, except as permitted under this EULA. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”) (i) who have a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 12, and (iii) who are informed of the nondisclosure obligations imposed by this Section 12. Each party will be responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable them to contest such order or requirement. The restrictions set forth in this Section 12 shall remain in effect during the term of this EULA, and for five (5) years thereafter. Notwithstanding the foregoing, to the extent that any Confidential Information is trade secret information, such Confidential Information will be protected in perpetuity for as long as it remains a trade secret.
Exclusions. The restrictions set forth in Section 12.2 will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party independently develops without access to or use of the other party’s Confidential Information.
Governing Law and Jurisdiction. This EULA will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to any principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this EULA. Any legal action or proceeding arising under or related to this EULA will be brought exclusively in the federal or state courts located in San Francisco, California and the parties irrevocably consent to the personal jurisdiction and venue there.

Miscellaneous.
Assignment. You are not allowed to assign or transfer any of your rights or obligations in this EULA, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt by you to do so without our consent will be null and void.  Instabase may assign this agreement in its entirety, upon notice to you but without the requirement to obtain consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Instabase’s business or assets.
Severability. In the event that any provision of this EULA is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this EULA to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted, and the remaining provisions of this EULA will continue in full force and effect.
Notices. Any notice, request, demand or other communication required or permitted under this EULA should be in writing, should reference this EULA, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; (iii) five (5) business days after it is sent by registered or certified mail, with written confirmation of receipt; or (iv) three (3) business days after deposit with an internationally recognized express courier, with written confirmation of receipt. Notices should be sent to the address(es) set forth on the Order Form, unless we notify each other that those addresses have changed.
Waiver. A party’s obligations under this EULA can only be waived in a writing signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described. Any waiver or failure to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Force Majeure. Except for the obligation to pay Fees under this EULA, each party will be excused from performing under this EULA to the extent that it is unable to perform due to extraordinary causes beyond that party’s reasonable control. 
Independent Contractors. Both parties are independent contractors with respect to the subject matter of this EULA. Nothing contained in this EULA will be deemed or construed in any manner whatsoever to create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between us, and neither party can bind the other contractually.
Export. You acknowledge that the Software may be subject to export and import controls under the regulations of the United States and other countries. You will comply with all applicable export and import regulations. You are responsible for obtaining all required permissions for any export, import or use of the Software.
Entire Agreement. This EULA, including each Order Form, constitutes the entire agreement and understanding of the parties with respect to its subject matter, and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to its subject matter.
Feedback.  You acknowledge that any suggestions, comments, or other feedback that you provide to Instabase with respect to the Software or any other Instabase product or service (collectively, “Feedback”) will be owned by Instabase, including all intellectual property rights therein, and will be and become Instabase Confidential Information. You acknowledge and agree that Instabase will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as Instabase sees fit, without obligation or restriction of any kind.  At Instabase’s request and expense, you agree to execute documents or take such further actions as Instabase may reasonably request to help us acquire, perfect, and maintain Instabase’s rights in the Feedback.
No Other Terms. This EULA is the only agreement between the parties, and the terms of any purchase order, written terms or conditions, or other document that you submit to us that contains terms that are different from, in conflict with, or in addition to the terms of this EULA or any Order Form are hereby rejected by Instabase, and will be void and of no effect. To the extent of any conflict between the terms of this EULA and any Order Form, the provisions of this EULA shall prevail to the extent of such conflict.
Publicity. Instabase may identify you as a customer to current and prospective clients.  Instabase will not use your name or logo in any advertising or marketing materials without your permission, however; and if we ask for your permission, you always have the right to say no.