COPYRIGHT 2024 OTHER WORLD COMPUTING, INC.

PROPRIETARY AND CONFIDENTIAL

ALL RIGHTS RESERVED

END USER LICENSE AGREEMENT (“EULA”) FOR Jellyfish Connect App, and features thereof, whether provided by Other World Computing, Inc. or a third-party. Redistribution, Resale, Or Rental Not Permitted.

IMPORTANT-READ CAREFULLY: BY CLICKING THE ACCEPTANCE BUTTON OR USING THE SERVICES AND/OR SOFTWARE PRODUCT WITH WHICH THIS LICENSE AGREEMENT WAS PROVIDED, INCLUDING DATA AND/OR INFORMATION GENERATED VIA USE OF THE SERVICES AND/OR SOFTWARE (COLLECTIVELY THE "PRODUCT"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE MUST NOT INSTALL OR USE THE PRODUCT.

1. LICENSE GRANT. As used in this Agreement, "OWC" shall mean Other World Computing, Inc. and its affiliates or subsidiaries.  OWC grants Licensee a non-exclusive and non-transferable license to use, access, display and run the Product only on the authorized website providing access to the Product, and solely in connection with OWC Jellyfish products subject to the terms and conditions contained herein. OWC reserves all rights not expressly granted to you in this EULA.

2. TERM AND TERMINATION. The license granted under this Agreement shall continue so long as Licensee is in compliance with the terms and conditions set forth herein, or a period of Eighteen (18) months from the date of Acceptance, whichever is shorter, provided that OWC may in its sole discretion alter the Term hereunder without notice to licensee. The license will automatically terminate earlier if Licensee fails to comply with the terms, conditions, or limitations described herein. License must destroy all copies of the Product upon termination.  Notwithstanding the foregoing or anything else to the contrary herein, OWC shall have no obligation to provide services, data, or other functionality in the software to Licensee following the termination or expiration of this Agreement.

3. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in OWC. License acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with OWC's or its suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Product are the property of the applicable content owner and are protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content. Any copy shall contain all of the notices regarding proprietary rights that are contained in the Product originally delivered by OWC.

4. RESTRICTIONS. Licensee may not: (i) modify or create any derivative works of the Product or documentation, including translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or the underlying database values for the Product (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, use the Products in a timesharing or service bureau arrangement (unless otherwise licensed for such a purpose), or otherwise transfer rights to the Product; (iv) copy the Product (except for an archival copy which must be stored on media other than a computer hard drive) or documentation; (v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; (vi) modify any header files or class libraries in the Product; (vii) create or alter tables or reports relating to the database portion of the Product (except as necessary for operating the Product); engage in "data mining"  activities or any other unauthorized uses of the Product (as determined by OWC in its sole discretion); or (ix) publish any results of benchmark tests run on the Product or disclose Product features, errors or bugs to a third party without OWC’s prior written consent.

5. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT OWC OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OWC OR ITS AFFILIATES AND SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, OWC'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100), WITH THE EXCEPTION WHERE APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISTICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. OWC IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.

7. EXPORT CONTROL. Licensee agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Product or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to exportation of the Product.

8. NOTICES. Any notice required or permitted hereunder shall be in English, and in writing. The personal delivery or the sending of a notice by Federal Express (or similar overnight delivery method) or by postage prepaid, certified mail, return receipt requested shall be sufficient service. Notices to OWC shall be to the attention of the Legal Department, at 8 Galaxy Way, Woodstock, IL 60098, USA.

9. CONSENT TO USE OF DATA AND CONNECTION TO THE INTERNET. You agree that OWC and its affiliates may collect and use technical and non-technical information gathered in any manner as part of the product setup, registration, operation, functions, and/or support services provided to you, if any, related to the Product, your use of the Product, services and content used, or features and functions that are accessed. OWC may use this information solely to improve our products, verify compliance with the terms and conditions of this Agreement, or to provide customized services or technologies to you. OWC may additionally use and disclose this information to others, but not in a form that personally identifies you. The Product may contain components that enable and facilitate the use of certain Internet-based services.

10. MISCELLANEOUS. YOU AGREE THAT THE ENGLISH LANGUAGE VERSION OF THIS AGREEMENT SHALL GOVERN THE INTERPRETATION AND ENFORCEMENT THEREOF. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by a writing signed by both parties. (c) This Agreement shall be governed by the laws of the State of Illinois, U.S.A., excluding its conflict of law provisions, and all disputes arising out of this Agreement are subject to the exclusive jurisdiction of the state and federal courts located in McHenry County, Illinois, and the parties hereby submit to the personal jurisdiction and venue of these courts. (d) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (e) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (f) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. (g) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the prior express written consent of OWC, which will not be unreasonably withheld. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (i) The relationship between OWC and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind OWC in any way. (j) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. (k) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.  Any use, modification, reproduction release, performance, display or disclosure of the Product and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
