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Evaluation License Agreement

In order to use the Software (as defined below), you (referred to herein as you, your, or “Client”) must first agree to this Evaluation License Agreement (the “Agreement”). You represent and warrant that you have the necessary and full right, power, authority, and capability to accept this Agreement, to bind your organization, and to perform your obligations hereunder. You can accept this Agreement by: (a) clicking to accept or agree to this Agreement, where this option is made available to you by Classy; (b) where a link to this Agreement appears in an order form, Schedule, or other document provided to you by Classy, by signing such document; (c) signing this Agreement, if there is a designated area to sign; or (d) actually using the Software. In the case of (d), you understand and agree that Classy will treat your use of the Software as acceptance of this Agreement from that point onwards. You may not use the Software and may not accept this Agreement if (i) you are not of legal age to form a binding contract with Classy, or (ii) you are a person barred from receiving the Software under the laws of the U.S. or other countries, including the country in which you are a resident or from which you use the Software. You may not use the Software if you do not accept this Agreement. By accepting this Agreement, you agree as follows:

1. Subject to your acceptance of, and strict adherence to, the terms of this Agreement, we grant you a limited, non-exclusive, non-transferable, nonassignable, revocable license to use the demonstration version of our software as a solution product and associated applications and services (collectively, the “Software") for evaluation purposes only. You may not use the Software for any other purposes, including but not limited to competitive analysis, commercial, professional, or for-profit purposes. We may revoke this license at any time for any or no reason. No other license, either express or implied, is granted to you. Any other license, including without limitation any production or commercial use license, pertaining to our service would be granted under a separate agreement only. You agree to use the Software in compliance with all applicable laws and regulations, including, without limitation, applicable export control laws and regulations of the United States and other jurisdictions.
2. The term of this Agreement will continue until the first to occur of (i) Classy terminates your access to the Software, (ii) until Classy informs you that you must cease access to the Software, or (iii) you enter into a separate written agreement to access and use the Software (the “Evaluation Period”), unless earlier terminated as set forth herein. Unless you pay the applicable license fee for the Software, the demonstration version of the Software may become inoperable and, in any event, your right to use the Software automatically expires at the end of the Evaluation Period. No license, access or other fees or charges are payable by you in connection with this Agreement.
3. You agree to treat the Software, any accompanying materials, associated services, and any information provided in connection therewith, as our nonpublic, confidential and proprietary information, which you shall use solely for the purposes for which it is provided and shall not provide it to any third party. You further agree that you shall not (and shall not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code contained therein.
4. By entering your information and/or using the Software, you understand and agree that we may contact you to provide you with more information regarding our software or services. You may suggest new features or functionality or provide data, information, or other materials to us (together, “User Disclosures”). By providing such User Disclosures to us (with the exception of personally identifiable information which is covered by our privacy policy posted at https://www.classy.org/terms/privacy), you hereby acknowledge that the User Disclosures will become the sole and exclusive property of Classy (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights therein), and you hereby waive and release Classy from all liability, claims, and obligations that may arise from the receipt, review, use, or disclosure of any portion of any User Disclosures.
5. WE EXPRESSLY DISCLAIM ANY WARRANTY THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. THE SOFTWARE IS PROVIDED TO YOU ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE, OUR SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR LOST PROFIT DAMAGES RELATED TO YOUR USE OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF US, OUR SUPPLIERS AND LICENSORS FOR ANY MATTER ARISING FROM OR RELATED TO YOUR USE OF THE SOFTWARE IS LIMITED TO $100.
6. You may not use the Software and may not accept this license or these terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from using the Software under the laws of the United States or other countries including the country in which you are resident or from which you use the Software.
7. You agree to defend, indemnify, and hold Classy harmless from any claims, demands, causes of action, or proceedings (whether threatened, asserted, or filed) arising out of your use of the Software.
8. Miscellaneous.
• (a) This Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The parties irrevocably agree that any legal action or proceeding relating to this Agreement will be instituted only in any state or federal court in San Diego, California. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.
• (b) This Agreement contains the entire understanding of the parties regarding the subject matter hereof and can only be modified or amended by a subsequent written agreement executed by both parties.
• (c) If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable provision shall be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable provision and the Agreement shall be deemed amended accordingly.
• (d) No waiver of any provision of this Agreement or any attachment shall be effective unless it is in writing and signed by the party against which it is sought to be enforced.
• (e) The Software is provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is Classy, Inc. or one of its affiliates or subsidiaries.
• (f) You may not assign, sell, rent, lease, sublicense, lend, transfer, resell, or distribute the Software to any third party or use the Software on behalf of any third party unless otherwise agreed to in writing by Classy in its sole discretion.
• (g) The parties agree that, in addition to any other remedies that may be available to Classy upon any violation or threatened violation of this Agreement by Client, Classy shall have the right to enforce this Agreement by seeking specific performance, injunctive relief, or by any other means available to Classy at law or in equity, and Client hereby waives any requirement for the security or posting of any bond in connection with such enforcement.
• (h) This Agreement may be executed in separate counterparts and delivered by facsimile or such other electronic means as are available to the parties. Such counterparts taken together shall constitute one and the same original document.