End-User License Agreement (EULA)

This End User Click Through License Agreement (this “EULA” or “Agreement”) is a legal contract between you, as either an individual or a single business entity, and Atigeo LLC, including its subsidiaries and affiliates, (collectively referred to herein as “Atigeo”).

THE SOFTWARE IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT CLICK THE “I Accept” BOX IN THE INSTALLATION OF THIS SOFTWARE AND TERMINATE THE INSTALLATION PROCESS, AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND Atigeo CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH Atigeo RELATING TO THE SOFTWARE.

1. License.
   
   1.1 Grant of License.  Atigeo hereby grants to you, and you accept, a limited, nonexclusive license to use the Software only as authorized in this EULA.  For purposes of this EULA, the “Software” includes any updates, enhancements, modifications, revisions, or additions to the Software made by Atigeo and made available to end-users by Atigeo.  Notwithstanding the foregoing, Atigeo shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.
   
   1.2 Scope of Use.  You may use one copy of the Software on a single computer or mobile device owned, leased or otherwise controlled by you, at a single time.  For purposes of this EULA, “use” of the Software means loading the Software into the temporary or permanent memory of a computer or mobile device.  Installation of the Software on a network server solely for distribution to other computers is not “use” of the Software.  The Software may not be used on or distributed to a greater number of computers than identified in this license.  If you will use or distribute the Software to multiple users, you must ensure that the number of users does not exceed the number of licenses you have obtained, or you will be in breach of this EULA.
   
   1.3 Copies and Modifications.  You may not reverse engineer, decompile, disassemble, or otherwise translate the Software you have obtained.  You may not modify or adapt the Software that you have obtained in any way.  You may make one copy of the Software and the Documentation solely for backup or archival purposes.  Any such copies of the Software or Documentation shall include any copyright or other proprietary notices that were included on such materials when you first received them.  Except as authorized in this Section, no copies of the Software or Documentation, or any portions thereof, may be made by you or any person under your authority or control.
   
   1.4 Assignment of Rights.  You will not sublicense, lease, rent, or lend your rights in the Software or Documentation as granted by this EULA to any third party. However, you may permanently assign your rights in the Software and Documentation, provided that the party to whom you wish to assign such rights accepts the terms of this EULA prior to the assignment. Any attempted assignment of your rights under this EULA to a party who has not first accepted the terms of this EULA will be invalid.
   
   
2. Intellectual Property and Confidentiality.
   
   2.1 Proprietary Rights.  You acknowledge that the Software and the Documentation are proprietary to Atigeo, and the Software and Documentation are protected under copyright laws and international treaties.  You further acknowledge and agree that, as between you and Atigeo, Atigeo owns and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws.  This EULA does not grant you any ownership interest in or to the Software or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this EULA.
   
   2.2 Trademarks.  Any and all trademarks or service marks that Atigeo uses in connection with the Software or with services rendered by Atigeo are marks owned by Atigeo.  This EULA does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
   
   2.3 Confidentiality.  You shall permit only authorized users, who possess rightfully obtained licenses, to use the Software or to view the Documentation. Except as expressly authorized by this EULA, you shall not make available the Software or Documentation to any third party.  You will use your best efforts to cooperate with and assist Atigeo in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
   
   2.4 Use of Donor Information.  You understand and agree that Atigeo may collect and use semi-private information regarding You, such as your buying and charitable donation habits, inventory purchased, associates and friends; and all public information, transactions and customer interactions (“Donor Data”).  As used herein, Donor Data shall not include private financial, credit card and medical information.
   
   
3. Availability; License Fee.  The Software will be available to you for use upon your acceptance of this EULA prior to the receipt and the installation of the Software.  There is no license fee for your use of the Software.
   
   
4. Term and Termination.  This EULA is effective upon your acceptance of the EULA, or upon your downloading or otherwise installing, accessing, and using the Software, even if you have not expressly accepted this EULA.  This EULA shall continue in effect until terminated.  You may terminate this License EULA at any time by: (i) providing written notice of your decision to terminate the EULA to Atigeo and (ii) either returning the Software, Documentation, and all copies thereof, or destroying all such materials and providing written verification of such destruction to Atigeo.  Atigeo, or Atigeo’s authorized agent, may terminate this EULA if you breach any term of the EULA by giving you written notice of your breach and the decision to terminate the EULA.  Upon termination of the EULA, you agree to uninstall the Software from your computer or mobile device and provide written verification of such uninstall to Atigeo.
   
   
5. Indemnification.
   
   5.1 By Atigeo.  Atigeo will, at its own expense, indemnify and hold you harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), to the extent that any such Claims are based on an allegation that the Software infringes any third party’s patent, copyright, or trade secret.  Atigeo’s indemnification obligation under this Section shall apply only if you provide Atigeo with written notification of such Claims within five (5) business days of your receipt of notice of the Claims and if you provide any assistance and information requested by Atigeo in connection with the defense or settlement of such Claims.  Atigeo shall have the exclusive right to control the defense and settlement of any such Claims, and you shall have no authority to act on Atigeo’s behalf in connection with the defense or settlement of any Claims.  Furthermore, Atigeo’s indemnification obligations under this Section shall apply only if neither you nor any other party has altered or modified the Software and the allegedly infringing nature of the Software is not caused by use of the Software together with products or services provided by any other party.  This Section states the complete and entire liability of Atigeo with respect to intellectual property infringement claims relating to the Software.
   
   5.2 By You.  You will, at your own expense, indemnify and hold Atigeo, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Software by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this EULA.
   
   
6. Limited Warranty.  Atigeo warrants, for your benefit alone, for a period of 90 days from the date of commencement of this EULA (the “Warranty Period”), that the Software shall operate substantially in accordance with the functional specifications in the Documentation, provided that neither you nor any other party has altered or modified the Software and further provided that any non-conformity of the Software is not caused by use of the Software together with products or services provided by any other party.  If, during the Warranty Period, the Software fails to operate, you may return the Software to Atigeo for replacement.  You acknowledge that this right to replacement shall be your sole and exclusive remedy for breach of any warranties made under this EULA.  THE WARRANTY EXPRESSED IN THIS SECTION IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY Atigeo.  EXCEPT FOR THIS LIMITED WARRANTY, THE SOFTWARE AND DOCUMENTATION ARE LICENSED “AS IS,” AND Atigeo DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW.  WITHOUT LIMITATION OF THE FOREGOING, Atigeo EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE.  EXCEPT FOR THIS LIMITED WARRANTY EXPRESSED IN THIS SECTION, YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
   
   
7. Limitation of Liability.  Atigeo’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, Atigeo’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, SHALL BE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE PAID TO Atigeo OR ITS AUTHORIZED DISTRIBUTOR BY YOU UNDER THIS AGREEMENT.  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.  IN NO EVENT SHALL Atigeo BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF Atigeo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  To the extent that your jurisdiction does not allow the limitation or exclusion of liability for incidental or consequential damages, this exclusion may not apply to you.
   
   
8. General Terms.
   
   8.1 Governing Law and Choice of Forum.  This EULA shall be governed by and interpreted in accordance with the laws of the state of Washington, U.S.A., without regard to the conflicts of law rules thereof.  Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within the Western District of Washington, U.S.A.  To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.
   
   8.2 Severability.  If any term or provision of this EULA is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.
   
   8.3 Survival.  Articles 2, 5, 7 and 8 of this EULA, and all Sections thereof, shall survive the termination of this EULA, regardless of the cause for termination, and shall remain valid and binding indefinitely.
   
   8.4 Headings.  The Article and Section headings contained in this EULA are incorporated for reference purposes only and shall not affect the meaning or interpretation of this EULA.
   
   8.5 No Waiver.  The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
   
   8.6 Amendment.  Neither this EULA nor any of the terms of this EULA may be amended unless such amendment is set forth in writing and acknowledged by both parties.
   
   8.7 Taxes.  You shall, in addition to the license fees required under this EULA, pay all applicable sales, use, transfer, or other taxes and all duties, whether international, national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this EULA, excluding income taxes on the net profits of Atigeo.  You shall reimburse Atigeo for the amount of any such taxes or duties paid or incurred directly by Atigeo as a result of this transaction.

Binding Effect of Electronic Agreement.  You will submit this EULA electronically and agree the electronic version of the Agreement shall have the same legally binding effect as an original paper version would have.