This End-User License Agreement (“Agreement”) is a legal contract between Ringr, Inc. (“Ringr”), a Delaware corporation, and the entity or individual on whose behalf the Software is being installed, accessed, or used (“Customer”). By indicating acceptance of this Agreement during the account setup process, downloading the Software, or using the Software, you are agreeing that Customer is bound by and your use of the Software on behalf of the Customer is governed by the terms and conditions of this Agreement.

1. LICENSE

   1. Grant. Subject to the terms and conditions of this Agreement, Ringr grants Customer a personal, non-exclusive, and non-transferable license to install, access, and use the Ringr software (“Software”), on one device, such as a smart phone or a tablet.
   2. Proprietary Rights. Customer acknowledges that the Software, and associated report formats, screen displays, and menu features, and all derivative works, constitute copyrighted works protected by federal and international copyright laws and are owned by Ringr or its licensors. The Software and all copies, versions, and derivative works of the Software shall remain the sole property of Ringr or its licensors. Customer shall not make and shall not permit anyone else to make any copies of the Software. Except as otherwise permitted in this Agreement, Customer shall not allow any third party to access or use the Software. Customer shall not modify or create any derivatives of the Software. Customer shall not decompile or otherwise reverse engineer or decode the Software. Customer shall not take or refrain from taking, directly or indirectly, any action that may in any way lead to the unauthorized dissemination, reproduction, access, or use of the Software. Customer shall not export the Software, or any direct product thereof, directly or indirectly, in violation of the export laws and regulations of the United States of America.
   3. Survival; Injunctive Relief. Customer’s obligations under this Section 1 shall survive termination of this Agreement. Customer acknowledges that a breach of its obligations under this Section 1 will cause irreparable harm to Ringr or its licensors for which monetary damages would be inadequate. Ringr or its licensors will be entitled to injunctive relief for any such breaches, threatened or actual.
   4. U.S. Government Rights. The Software and related materials are commercial in nature and developed solely at private expense. The Software and related materials 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. 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 only as Commercial Items and with only those rights as are granted to all other end-users pursuant to the terms and conditions of this Agreement.

2. SUPPORT SERVICES

   1. Support. During its normal business hours, Ringr will provide helpdesk support to Customer on the use of the Software via e-mail, web-based service, or telephone, as Ringr deems appropriate, at no additional charge.
   2. Training. Training on the use of the Software is available via Ringr’s designated website, at no additional charge.
   3. Customer Responsibilities. Customer is responsible for the operational aspects of installing, accessing, and using the Software, including, but not limited to, (a) acquiring, installing, and maintaining the applicable smart phone, tablet, or other device for which the license under this Agreement is granted, as well as any other computer equipment and computer software programs compatible with and as necessary to use the Software; (b) obtaining access to the Internet; and (c) downloading and installing any necessary plug-ins.

3. FEES and other CHARGES

   1. Fees. Customer shall pay Ringr the applicable subscription fees due under this Agreement for the version of the Software selected by Customer. Ringr shall charge Customer’s credit card for the applicable fees on a monthly basis while this Agreement is in effect. Fees are non-refundable.
   2. Taxes. Customer shall pay when due or, if necessary, reimburse Ringr for, all sales, use, property, excise, and other similar taxes, including penalties and interest arising from Customer’s failure to pay such taxes timely, resulting from any activities under this Agreement, exclusive of taxes based on Ringr’s net income or corporate franchise. If Customer has tax exempt status, it shall supply Ringr with its tax-exempt certificate or number as necessary. Taxes are due as assessed.
   3. Payment. Payment of the subscription fees is due in advance on the first day of the applicable subscription period. Customer shall pay the subscription fees and any other applicable charges via automatic credit card debit. While this Agreement is in effect, Customer shall provide and maintain proper authorization for Ringr to debit Customer’s credit card account for the amounts owed under this Agreement. Ringr shall debit such accounts monthly in advance for any fees due under this Agreement. Customer represents that the accounts from which Customer pays Ringr are valid and that Customer is an authorized user of the accounts. Customer will promptly notify Ringr of any pertinent changes in Customer’s account information.

4. WARRANTY

   1. Right. Ringr warrants that it has the right to grant the license and other rights granted to Customer under this Agreement.
   2. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, RINGR MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER. RINGR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR FROM USAGE OF TRADE.

5. INDEMNIties AND LIABILITies

   1. Indemnification by Customer. Customer shall indemnify and hold Ringr harmless from any claims resulting from Customer’s use of the Software, except to the extent such claims arise from Ringr’s gross negligence or willful misconduct.
   2. Limitation of Liability. The total liability of Ringr for all claims, whether in contract, tort, or otherwise, arising out of, connected with, or resulting from the Software or any other services under this Agreement shall not exceed the amounts paid by Customer to Ringr under this Agreement during the 12 months immediately preceding the claim.
   3. Exclusion of Liability. RINGR shall not be liable for any damages arising out of or caused, in whole or in part, by any errors or omissions in any DATA, content, or other information provided through the SOFTWARE. IN NO EVENT SHALL RINGR, ITS LICENSORS, SUPPLIERS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, INCURRED BY CUSTOMER OR ANY THIRD PARTY, EVEN IF RINGR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   4. Survival. The indemnification obligations and the limitations of liability under this Agreement shall survive the termination of this Agreement.

6. TERM AND TERMINATION

   1. Term. This Agreement shall commence upon Customer’s acceptance of the terms and conditions of this Agreement and shall continue on a month-to-month basis until terminated in accordance with this Agreement.
   2. Termination for Convenience. Customer may terminate this Agreement as of the end of the then-current subscription period upon 30 days’ prior written notice to Ringr. Ringr may terminate this Agreement at any time upon 60 days’ prior written notice to Customer.
   3. Termination for Adverse Status. Either party may terminate this Agreement upon 30 days’ prior written notice to the other party, if the other party ceases to carry on operations as contemplated by this Agreement, makes an assignment for the benefit of creditors, is adjudged bankrupt or insolvent, has a receiver appointed over its assets, or becomes subject to any similar action in consequence of debt.
   4. Termination for Default. Failure by either party to comply with any material term or condition of this Agreement shall constitute default. The non-defaulting party shall be entitled to give written notice to the defaulting party requiring it to cure the default. The notice shall include a detailed description of the act or omission that constitutes default. If the defaulting party has not cured the default within 30 days after receipt of the notice or, if the default is not curable within such 30-day period and the defaulting party has not taken commercially reasonable measures within such 30-day period to begin curing the default, the non-defaulting party may terminate this Agreement by giving written notice to take effect upon receipt. The right to terminate this Agreement is in addition to any other rights and remedies provided under this Agreement or otherwise under law.
   5. Effect of Termination. No termination of this Agreement shall release Customer from any obligation to pay Ringr any amount that has accrued or becomes payable at or prior to the date of termination. Customer shall not be entitled to any refund of any amounts paid to Ringr as a result of a termination, unless based on Ringr’s default, and then only with respect to the unused period paid for by Customer.

7. AFFILIATE PROGRAM

   1. Participation. Ringr’s Affiliate Program provides an incentive to Customer to refer new customers to Ringr. Customer may participate in the Affiliate Program by enrolling at RINGR.com or from within the Software where indicated. Customer may change Customer’s URL link, promo code, or payment method, or opt out of the Affiliate Program at any time by sending a request via e-mail to support@ringr.com. Ringr reserves the right to remove Customer from the Affiliate Program for Customer conduct deemed by Ringr to be detrimental to the Affiliate Program or to Ringr or to be otherwise objectionable. Ringr may discontinue the Affiliate Program at any time with or without notice to Customer.
   2. Incentive Credits. For each new Ringr customer that becomes a customer through Customer’s designated affiliate link URL, Customer will receive a credit in accordance with the then-current posted rate card (“Credits”). Ringr reserves the right to change the rate card or any other terms of the Affiliate Program with or without notice to Customer.
   3. Payment. Ringr will pay Customer’s accrued Credits quarterly on February, 1, May 1, August 1, and November 1, provided the unpaid accrued Credits equal $25 or more. Accrued Credits of less than $25 will be carried over to the next quarter. Payments will be paid in accordance with the payment method selected by Customer on enrollment into the Affiliate Program. If Customer opts out of the Affiliate Program, or if Ringr removes Customer from the Affiliate Program or discontinues the Affiliate Program, Ringr will pay any unpaid accrued Credits on the next quarterly payment date.

8. MISCELLANEOUS

   1. Non-solicitation. Each party shall refrain from soliciting for employment or employing, directly or indirectly, without the written consent of the other party, any employee, consultant, or subcontractor of the other until 12 months have elapsed following termination of this Agreement, or until 12 months have elapsed following termination of the employment of the employee, consultant, or subcontractor, whichever occurs first.
   2. Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of the other party, except that this Agreement may be transferred to a successor to all or substantially all of the assets and business of the transferring party. Consent shall not be unreasonably withheld. Subject to the restriction on transfer set forth in this Paragraph 8.2, this Agreement shall be binding upon and shall inure to the benefit of the parties’ successors and assigns.
   3. Excused Performance. Neither party shall be liable for any delay in or failure of performance (excluding failure to make payments required by this Agreement) resulting from any cause or condition beyond its reasonable control, whether foreseeable or not.
   4. Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
   5. Notices. Unless provided otherwise in this Agreement, any notice required or permitted under this Agreement shall be personally delivered, or sent by e-mail, telefax, courier, express or overnight delivery service, or by certified mail, postage prepaid, return receipt requested, if to Ringr, to the address set forth at the end of this Agreement, if to Customer, to the address Customer specified at the time it originally entered this Agreement, or to such other address as shall be advised by either party to the other in writing. Notices shall be effective as of the date of receipt.
   6. Third-Party Beneficiaries. Ringr’s licensors shall be third-party beneficiaries under this Agreement.
   7. Dispute Resolution. Any claim or controversy arising out of or relating to this Agreement, including any anticipatory breach or disagreement as to interpretation of this Agreement, that is not resolved by the parties themselves or through mediation, shall be settled by binding arbitration in Champaign, Illinois administered in accordance with the American Arbitration Association’s Commercial Arbitration Rules, including its Optional Rules for Emergency Measures of Protection. The arbitrator(s) shall decide all discovery issues. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Neither party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. All fees and expenses of the arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs, except that the prevailing party shall be entitled to an award of reasonable attorney’s fees.
   8. Governing Law. This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflict of laws principles. The United Nations Convention on Contracts of the International Sale of Goods shall not apply to this Agreement.
   9. Provisions Severable. The provisions of this Agreement are severable. If any provisions are held to be invalid, unenforceable, or void, all other provisions shall remain valid.
   10. Entire Agreement. This Agreement and all present and future incorporated attachments, schedules, appendices, addenda, and written amendments, constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties. This Agreement may not be amended except by a writing that specifically references this Agreement and is signed by authorized representatives of the parties. No non-officer representative of Ringr shall be authorized to act or make any commitment for Ringr except pursuant to written instructions made and signed by an officer of Ringr.