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SPRWT END USER SOFTWARE LICENSE AGREEMENT

1. DEFINITIONS.

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

"Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

“Licensee”, “You” and “Your” mean You, Your Company and Your Company’s employees, unless otherwise indicated.

"Licensor" means Slickview LLC (“Slickview”).

"Permitted Number" means One (1) Kitchen Location, unless otherwise indicated under a valid license (e.g. volume license) granted by Slickview.

"Kitchen Location" means a single kitchen location operated by a single entity which has capability for: (a) food preparation; (b) order fulfillment; (c) generating master reporting data; and (d) being a Pickup Location.

"Retail Location" means a single location operated by the same entity as a Kitchen Location, and which also has capability for: (a) order fulfillment; (b) sharing reporting data; (c) sales of grab and go foods, beverages and other products; and (d) being a Pickup Location.

"Pickup Location" means a single location that uses a Kitchen Location’s menu for: (a) order fulfillment; and (b) sharing reporting data. A pickup location must be owned by a third party entity and limited to the usage of a customer picking up orders. Any other usage of this, i.e. the facility is operated by the same single entity as a Kitchen Location or is used as a retail outlet for sales of Grab and Go foods is considered a retail location.

"Software" means the web-based application, currently known as “Sprwt”, accessible to You pursuant to this Agreement and licensed to You by Slickview.

"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

2. SOFTWARE LICENSE.

This End User Software License Agreement ("Agreement") is made and effective as of the day you agree to these terms (the “Effective Date”), by and between Slickview LLC ("Licensor") and You ("Licensee").
The Software is a proprietary product of Slickview and is licensed (not sold) to customers for their Use only under the terms of this Agreement.
In consideration of Your payment of the setup and license fees set forth below and Your compliance with the terms of this Agreement, Slickview grants to you a non-exclusive and non-transferable license to Use the Software for the purposes described herein.

2.1. General Use.

You may install and Use the Software on Your compatible computer, up to the Permitted Number of domains for Use at the Permitted Number of kitchens or similar establishments. A separate License is required for each installation of the Software in excess of the Permitted Number.
The Software is a platform developed to enable a meal-prep business owner to manage and operate his meal prep business as it relates to internet orders and customer utilization and software management. The software is equipped with various features including, but not limited to: custom meal builder, meal packs, chef menu, a macro-nutrition calculator, gift cards, user profile with royalty system and a referral system, billing, email delivery notifications, detailed cooking/chef reports, delivery reports and label reports.

2.2. Use of Software.

a. Customer Owned Data. All data and logos uploaded by Customer remains the property of Customer, as between Sprwt and Customer (Customer Data). Customer grants Sprwt the right to use, publicly display and distribute the Customer Data for purposes of performing under this agreement.
b. Contractor Access and Usage. Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
c. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Sprwt promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Knowledge Base and applicable law.
d. Technical Support. Sprwt must provide customer support for the Service under the terms of Sprwt Customer Support Policy (Support), which is located at sprwt.io/support, and is incorporated into this agreement for all purposes.

2.3. Customization.

This Agreement does not include the customization of the Software to You or Your business. Any additional customization and/or modifications requested by You shall be billed separately to You by Slickview at its customary rates and charges.

2.4. Scheduled Maintenance.

In the event Sprwt determines that it is necessary to interrupt Service or that there is a potential for Service to be interrupted for the performance of scheduled maintenance, Sprwt will provide Customer no less than forty-eight (48) hours prior written notice of the requirement prior to the performance of such maintenance and will schedule such maintenance during non-peak hours (midnight to 6:00 A.M. local time). In no event shall interruption for scheduled maintenance constitute a failure of performance by Sprwt, provided however, any emergency maintenance shall constitute a failure of performance by Sprwt subject to the Service Level Warranties hereunder.

2.5. Compensation.

A. Licensee must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
B. If Slickview does not receive any payment on it’s monthly due date, then Slickview retains the right to shut down the site until payment is made. The Licensee agrees to pay a late fee equal to the lesser of (i) five percent (5%) of such overdue amount (including any prior late fees, if any) for every 10 days such payment remains outstanding or (ii) the maximum amount permitted to be charged under applicable law. Such late fee shall apply to any payment set forth on the order.

2.6. Disclaimer.

SPRWT DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE SPRWT TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, SPRWT DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

3. INTELLECTUAL PROPERTY RIGHTS.

A. The Software is the intellectual property of and is owned by Slickview. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Slickview and its suppliers. The Software is protected by copyright and trade secret laws, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software License"). Slickview retains ownership of and all rights in the Software and in any copy, derivative or modification of the Software and/or its documentation, no matter by whom made. You agree that unauthorized copying, transfer and/or distribution of the Software will cause great damage to Slickview, which damage is far greater than the value of the copies of the Software. It is expressly understood and agreed by You that nothing in this Agreement is intended to nor shall any provision(s) be construed to assign or transfer to You (or to require Slickview to assign or transfer to You) any of Slickview’s copyrights and other ownership rights, in both cases related to the Software and/or to Slickview’s proprietary information and/or trade secrets (“Slickview’s Confidential Information”).
You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and You have first requested Slickview to provide the information necessary to achieve such operability and Slickview has not made such information available.
Slickview has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Slickview or obtained by You, as permitted hereunder, may only be used by You for the purpose described herein and may not be provided, disclosed, transferred, assigned or otherwise made available to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Slickview Customer Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give You any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant You any intellectual property rights in the Software.

B. Reservation of Rights.

The software, workflow processes, user interface, designs, know-how, and other technologies provided by Sprwt as part of the Service are the proprietary property of Sprwt and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Sprwt. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Sprwt reserves all rights unless expressly granted in this agreement.

C. Restrictions.

Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

D. Aggregate Data.

Licensee owns any intellectual property rights in and to its ingredient lists, recipes and meals. Licensor cannot use, disclose or resell that information to any third party without Licensee’s written consent. Licensee does, however, grant to Licensor the right to access, sell and/or otherwise use all or any portion of Licensee’s customer volume and data, purchasing habits and behaviors, order preferences and/or customer contact information for any lawful purposes.

E. Judicial Process.

In the event You receive a subpoena or other validly issued administrative or judicial process (i.e. deposition, interrogatories, requests for information or documents in legal proceedings, civil investigative demand or other similar process) requesting all or part of Slickview’s Confidential Information, You will undertake to provide reasonable notice to Slickview of such receipt, so that Slickview may seek to obtain a protective order or other reliable assurance that Slickview’s Confidential Information will be accorded confidential treatment. Thereafter, You shall be entitled to comply with such subpoena or other process to the extent permitted by law. If, in the absence of a protective order or other remedy or the receipt of a waiver by Slickview, You are nonetheless legally compelled to disclose Slickview’s Confidential Information to any government agency, tribunal or other party, or else stand liable for contempt or suffer other censure or penalty, You may, without liability hereunder, disclose Slickview’s Confidential Information to such government agency, tribunal or other party, without liability to Slickview.

4. TRANSFER

You may not, rent, lease, sublicense, transfer, assign or authorize all or any portion of the Software to be copied onto, transferred to, and/or otherwise used by any other user’s computer, except as may be expressly permitted herein.

5. MULTIPLE ENVIRONMENT SOFTWARE/MULTIPLE COPIES.

If the Software supports multiple environments and/or platforms, the total number of domains, kitchens, and/or other establishments Using the Software may not exceed the Permitted Number of One (“1”) license per entity. You may not, rent, lease, sublease, sublicense, lend, copy or allow any other individual, company, organization and/or entity to Use the Software, irrespective of any relationship that such other individual, company, organization, and/or entity has with You.

6. AMBIGUITIES.

Both parties and their attorneys have participated in the drafting of this Agreement and neither party shall be considered the “drafter” for the purpose of any statute, case, or rule of construction that might cause any provision to be construed against the drafter of the Agreement.

7. EXPORT RULES.

In addition, if the Software is identified as export controlled items under the Export Laws, You represent and warrant that You are not a citizen of, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that You are not otherwise prohibited under the Export Laws from receiving and/or Using the Software. All rights to Use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement and/or if any of Your representations in this Agreement are false.

8. GOVERNING LAW.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut. The parties agree not to commence any action, suit or proceeding against the other or its affiliates or their employees, officers, directors or shareholders in any jurisdiction other than the State of Connecticut. Buyer hereby irrevocably (i) submits to the exclusive jurisdiction of any Connecticut state or Federal court sitting in Fairfield County, Connecticut, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such Connecticut state court or in such Federal court, and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association. The prevailing party in any such dispute shall be entitled to recover its reasonable attorney’s fees and costs.

9. DISCLAIMER & LIMITATION OF LIABILIY.

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. USING ALL OR ANY PORTION OF THE SOFTWARE INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE RESTRICTIONS ON: USE (CONTAINED IN SECTION 2) AND TRANSFERABILITY (CONTAINED IN IN SECTION 4). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, YOU MAY NOT USE THIS SOFTWARE AND MUST CONTACT SLICKVIEW LLC TO TERMINATE YOUR LICENSE AND TO RETURN ALL COPIES OF THE SOFTWARE LICENSED TO YOU.


A. THE SOFTWARE IS LICENSED (NOT SOLD). It is licensed to licensees without either express or implied warranties of any kind, on an “as is” basis. Slickview makes no express or implied warranties to Licensee with regard to the Software, as to its performance, merchantability, fitness for any purpose or non-infringement of patents, copyrights or other proprietary rights of others.

B. Neither Slickview nor anyone else who has been involved in the creation, production, testing or delivery of this software shall be liable for any direct, incidental or consequential damages, such as, but not limited to, loss of profits or benefits, resulting from the Use of the Software and/or arising out of any breach of any warranty, any server downtime and/or any Software “glitches.” If any of the provisions of this Agreement, or portions thereof, are invalid and/or unenforceable under any statute, regulation or other rule of law, they are to be deemed omitted from this Agreement, to the extent they are invalid and/or unenforceable. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which balance shall remain valid and enforceable according to its terms.

C. In no event shall Slickview be liable to Licensee if the Software and/or any server on which Licensee’s data is stored gets corrupted, infected by a virus, becomes the target of so-called malware, ransomware, keystroke logging, “hacking” and/or any other unauthorized and/or malicious access, denial of access, use, or other improper actions by a third party. If such an adverse event does occur, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action and the like which may arise from and/or relate to any such adverse event.

D. Licensee acknowledges that the Software requires Licensee’s use of “Stripe” (individually and collectively “Merchant Account”) for the financial transactions on Licensee’s website, and that account crediting, refunds, fraud protections and the like for Licensee’s Merchant Account are controlled by the policies and procedures of those companies and Licensee’s bank(s). Licensee agrees to look solely to Licensee’s Merchant Account, Licensee’s bank(s) and/or Licensee’s customer(s) with regard to any issues that may arise concerning those accounts and/or Licensee’s customer transactions, including but not limited to payment processing, credits, refunds, and fraudulent purchases. Further, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action and the like which may arise from and/or relate to any transaction(s) and/or attempted transaction(s) by, with and/or through Licensee’s Merchant Account and/or Licensee’s bank(s).
E. Sprwt is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.

F. Sprwt’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 3-month period prior to the event that gave rise to the liability.

10. GENERAL PROVISIONS.

This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Slickview. Updates may be licensed to You by Slickview with additional or different terms. This is the entire agreement between Slickview and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

11. NOTICE U.S. GOVERNMENT END USERS.

If You are acquiring the Software on behalf of any unit or agency of the United States Government, the following provision applies: The Software was developed exclusively at private expense and with no government funding; The Software is a trade secret of Slickview for all purposes of the Freedom of Information Act; The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, subject to limited utilization; and the Software and all copies of it, in all respects, are and shall remain proprietary to Slickview . Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense, as set forth in the Department of Defense, Rights in Technical Data Computer Software clause at DFARS 252.227-7013 or any successor clause; and for all government agencies, the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 or any successor clause. Use of the Software shall be limited to the facility for which it was acquired. All other U.S. Government personnel Using the Software are hereby on notice that the Use of the Software is subject to restrictions which are the same as, or similar to, those specified above. For U.S. Government End Users, Slickview agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

12. TERM AND TERMINATION.

A. This Agreement and the License granted herein shall commence upon the Effective Date and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.

B. Licensor’s appointment as consultant pursuant to this Agreement and this Agreement shall terminate upon the occurrence of any of the following events:

(i) In the event either party defaults in any material obligation owed to the other party pursuant to this Agreement, then this Agreement may be terminated if the default is not cured following at least forty-five (45) days written notice to the defaulting party. If such default is a payment default by the Licensee, any termination by Licensor’s shall not relieve Licensee of such payment obligation through the date of such termination; or

(ii) Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a party and the proceeding is not dismissed within forty-five (45) days after commencement.

C. The License granted herein shall terminate immediately upon the termination of this Agreement. Upon the termination of the License, Licensee shall: (i) immediately cease Use of the Software; (ii) immediately destroy and/or delete all copies of the Software in Licensee’s possession and/or control; and (iii) certify such to Licensor such destruction/deletion within seven (7) calendar days after the termination of the License.

D. Subscription Refund.

i. Licensee may terminate this Agreement at any time, but only upon written notice to Slickview. If any termination shall be effective after the seventh (7th) calendar day in any month, then Licensee shall be obligated to Licensor for the entire month’s Monthly License Fee, regardless of whether Licensee or Licensor initiated the termination.

ii. If Licensee terminates this Agreement, Licensee has rights to request a refund limited to the monthly Subscription Fee for any Kitchen or Retail location. The Subscription Fee is only refundable if Licensee requests a refund within the first seven (7) calendar days after termination. Thereafter, the Basic Setup Fee is completely non-refundable. The refund is limited to the amount of unused days within the current billing period.

E. Maintenance of Customer Data.

Within 90-days after termination, Data will be available limited to Ingredients, Meal Recipes, Extra Items, and Customers’ User Profile data.
After such 90-day period, Sprwt has no obligation to maintain the Customer Data and may destroy it.

F. Return Sprwt Property Upon Termination.

Upon termination of this agreement for any reason, Customer must pay Sprwt for any unpaid amounts, and destroy or return all property of Sprwt. Upon Sprwt’s request, Customer will confirm in writing its compliance with this destruction or return requirement.

G. Suspension for Violations of Law.

Sprwt may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Sprwt will attempt to contact Customer in advance.

13. INDEMNITY.

If any third-party brings a claim against Sprwt, or requires Sprwt to respond to a legal process, related to Customer’s acts, omissions, data or information within the Software, Customer must defend, indemnify and hold Sprwt harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.

14. OTHER TERMS.

A. Entirety of this Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

B. No Assignment.

Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.

C. Independent Contractors.

The parties are independent contractors with respect to each other.

D. Enforceability and Force Majeure.

If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.

E. Feedback.

By submitting ideas, suggestions or feedback to Sprwt regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Sprwt an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.

15. HEADINGS IN THIS AGREEMENT.

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

16. SEVERABILITY & ENFORCEABILITY.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. The failure of any party at any time to require performance by the other party of a provision under this Agreement shall in no way affect the right of that party to thereafter enforce the same, or to enforce any of the other provisions of this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of any such provision or as a waiver of the provision itself.

17. COMPLIANCE WITH LICENSES.

If You are a business or organization, You agree that upon request from Slickview or Slickview’s authorized representative, You will within five (5) days fully document and certify that Use of any and all Slickview Software at the time of the request is in conformity with Your valid licenses from Slickview.

18. BINDING EFFECT.

All rights, obligations, duties, restrictions and qualifications herein provided for shall insure to, and be binding upon, the parties hereto, each of their heirs, executors, administrators, legal representatives, successors and permitted assigns.

19. WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO: (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

If You have any questions regarding this Agreement or if You wish to request any information from Slickview please use the address and contact information included with this product to contact the Slickview office serving Your jurisdiction.

Slickview LLC, Slickmeals and Sprwt are either registered trademarks or trademarks of Slickview LLC in the United States and/or other countries.

Additional Costs:

Prices set out herein are exclusive of all taxes and fees. Licensee shall pay any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency at any time in connection with this Agreement and/or the Software, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due Licensor in connection with the Software or maintenance services provided hereunder, except for taxes based solely on the net income of Licensor.

Sprwt Website Terms of Use

Last Modified: July 30, 2018

Sprwt Inc. ("Sprwt") operates each website ("Site") that links to these Terms of Use to provide online access to information about Sprwt and the products, services, and opportunities we provide. Use of the Sprwt Service is governed by our Customer Terms of Service, available at https://sprwt.io/terms/

By accessing and using the Site, you agree to these Terms of Use.

Sprwt reserves the right to modify these Terms of Use at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. The last date these Terms of Use were revised is set forth below.

1. Permitted Use of The Site

You may use the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the "Content") solely for your non-commercial, personal purposes and/or to learn about Sprwt products and services, and solely in compliance with these Terms of Use.

2. Prohibited Use of The Site

By accessing the Site, you agree that you will not:

Use the Site in violation of these Terms of Use; Use the Site in violation of the terms of Sprwt's Acceptable Use Policy at https://sprwt.io/policy/. Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so; Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Service in any way; Use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Site in a manner that sends more request messages to the Sprwt servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; Use the Site in any manner that damages, disables, overburdens, or impairs any Sprwt website or interferes with any other party's use and enjoyment of the Site; Mirror or frame the Site or any part of it on any other web site or web page. Attempt to gain unauthorized access to the Site; Access the Site by any means other than through the interface that is provided by Sprwt for use in accessing the Site; Use the Site for any purpose or in any manner that is unlawful or prohibited by this Agreement. Any unauthorized use of any Content or the Site may violate patent, copyright, trademark, and other laws.

3. Copyrights and Trademarks

The Site is based upon proprietary Sprwt technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of Sprwt or its licensors (if any). Sprwt owns and retains all copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. Sprwt, the Sprocket Design, the Sprwt logos, and other marks used by Sprwt from time to time are trademarks and the property of Sprwt. The appearance, layout, color scheme, and design of the Sprwt.io site are protected trade dress. Customer does not receive any right or license to use the foregoing. Sprwt may use and incorporate into the Site or the Sprwt Service any suggestions or other feedback you provide, without payment or condition. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Site or the Service should be sent to Sprwt's designated Copyright Agent. See the Claims of Copyright Infringement instructions below.

4. Information and Materials You Post or Provide

You represent that you have all right, title, and interest to materials you post on the Site or provide to Sprwt ("Materials"), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit, and that the posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Use.

5. Links to Third-Party Web Sites

Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Sprwt of the third party, the third-party web site, or the information there. Sprwt is not responsible for the availability of any such web sites. Sprwt is not responsible or liable for any such web sites or the content thereon. If you use the links to the web sites of Sprwt affiliates or service providers, you will leave the Site and will be subject to the terms of use and privacy policy applicable to those web sites.

6. Downloading Files

Sprwt cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.

7. Disclaimers; Limitations of Liability

SPRWT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SPRWT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPRWT IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPRWT AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF SPRWT OR ANY OF SPRWT'S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, SPRWT IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF SPRWT AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

8. Indemnification

You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Sprwt, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site or the Content, or any violation by you of these Terms of Use.

9. Privacy

Your use of the Site is subject to Sprwt's Privacy Policy, available at http://legal.sprwt.io/privacy-policy/

10. Additional Terms of Service

If you are a customer of Sprwt or an employee, representative or agent of a Sprwt customer, your use of the Sprwt Service is subject to Sprwt's, available at http://legal.sprwt.io/terms-of-service/

11. General Provisions

a. Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Sprwt of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Sprwt therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Sprwt does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

c. Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, Sprwt's Privacy Policy, your use of the Site, any other Sprwt web site or the Content are governed by, and will be interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Boston, Massachusetts in the event of any dispute of any kind arising from or relating to these Terms of Use, Sprwt's Privacy Policy, your use of the Site, any other Sprwt web site or the Content

Last Revised: July 30, 2018

Copyright 2018 Sprwt. All rights reserved

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Claims of Copyright Infringement

DMCA Notices

Sprwt respects the intellectual property rights of others, and we ask our users to do the same. Sprwt may, in its sole discretion, suspend the access or terminate the accounts of users who violate others' intellectual property rights. If you believe that your work has been copied in a way that constitutes infringement on Sprwt's website, please provide the following information to Sprwt's Copyright Agent.

Contact Sprwt:

The Sprwt Copyright Agent for notice of claims of copyright infringement on or relating to this website ("Notifications") can be reached either by sending an e-mail to support@Sprwt.io

Submission of Notification:

To be effective, the Notification must include the following:

a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed ("Complaining Party");

b) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Sprwt to locate the material;

d) Information reasonably sufficient to permit Sprwt to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

e) A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f) A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Receipt of Notification:

Upon receipt of the written Notification containing the information as outlined in 1 through 6:

a) Sprwt will remove or disable access to the material that is alleged to be infringing;

b) Sprwt will forward the written notification to such alleged infringer (the "Alleged Infringer");

c) Sprwt will take reasonable steps to promptly notify the Alleged Infringer that it has removed or disabled access to the material.

Counter Notification:

An Alleged Infringer may submit a Counter Notification to contest the claim of alleged infringement. To be effective, a Counter Notification must be a written communication provided to Sprwt's Copyright Agent that includes substantially the following:

a) A physical or electronic signature of the Alleged Infringer;

b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

c) A statement under penalty of perjury that the Alleged Infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

d) The Alleged Infringer's name, address, and telephone number, and a statement that the Alleged Infringer consents to the jurisdiction of Federal District Court for the judicial district in which the Alleged Infringer's address is located, or if the Alleged Infringer's address is outside of the United States, for any judicial district in which Sprwt may be found, and that the Alleged Infringer will accept service of process from the person who provided notification or an agent of such person.

Receipt of Counter Notification:

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:

a) Sprwt will promptly provide the Complaining Party with a copy of the Counter Notification;

b) Sprwt will inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;

c) Sprwt will replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Sprwt's Copyright Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Alleged Infringer from engaging in infringing activity relating to the material on Sprwt's network or system.