ICAT Software End User License Agreement

Effective Date: December 1, 2022

IMPORTANT- PLEASE READ CAREFULLY:

THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN FEDERAL CONTRACTOR SERVICES NETWORK INC., DBA ICAT SYSTEMS (“ICAT”, “WE”, “US” OR “OUR”) AND THE ORGANIZATION OR ENTITY THAT HAS AUTHORIZED YOU TO ACCEPT THIS AGREEMENT AND REGISTER FOR ACCESS TO OUR PROPRIETARY SOFTWARE PRODUCT (AS DEFINED IN FURTHER DETAIL BELOW, THE “SOFTWARE”) FOR ITS BENEFIT (IN EITHER CASE “YOU”, “YOUR”), AND GOVERNS YOUR ACCESS TO AND USE OF THE SOFTWARE.

BY ACCEPTING THIS AGREEMENT, OR REGISTERING FOR, INSTALLING OR USING THE SOFTWARE, YOU CONFIRM THAT

(1) YOU HAVE READ THIS AGREEMENT,

(2) YOU AND ANY ORGANIZATION OR ENTITY ON BEHALF OF WHICH YOU ARE ACCEPTING THIS AGREEMENT AND/OR USING THE SOFTWARE AND/OR SERVICE, ACCEPTS THIS AGREEMENT, AND

(3) IF YOU ARE AN INDIVIDUAL, THAT YOU ARE AN EMPLOYEE OR AGENT OF THE ORGANIZATION OR ENTITY ON BEHALF OF WHICH YOU ARE ACTING, AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION OR ENTITY.

IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT, THEN (I) WE ARE UNWILLING TO GRANT YOU RIGHTS TO THE SOFTWARE, (II) YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON BELOW; AND (III) YOU MAY NOT INSTALL OR USE THE SOFTWARE.

The Effective Date of this Agreement is the date on which you click “I AGREE.” Please print this Agreement for your records.

1. LICENSE.

1.1 Grant of License. Subject to the terms of this Agreement, ICAT hereby grants you a non-exclusive, non-transferable license to install and to use the ICAT Software (“Software”) as specified in the license key and/or invoicing terms for the license term specified in the applicable invoicing. Under your license, an unlimited number of Authorized Users may use the Software.

1.2 Installation. Under this license, you may install the Software in object code format only. You may install the Software on devices and/or servers owned or leased by you for access by Authorized Users. “Authorized Users” means any and all individuals you designate or authorize to access and/or modify your Software data on your behalf in accordance with this Agreement. You are responsible for controlling access to and use of the Software and data provided via the Software. You may make one (1) copy the Software for back-up or archival purposes.

1.3. Registering the Software. In order to use the Software under this Agreement, you will be required to activate and register the Software for use with your QuickBooks Company File. You will be prompted to enter a valid license key (“License Key”) provided to you at the time of purchase within the Software and/or submit a uniquely identifiable registration when prompted. Once a License Key has been activated with a Company File, unless otherwise specified in the license key and/or a separate writing from ICAT, the License Key may not be activated for or transferred to a different Company File.

1.4. Evaluation Licenses. If available, ICAT may grant a no-cost evaluation Software License Key (“Trial” or “Evaluation License”) for a finite period of time (“Trial Period”) solely for the purpose of evaluating the Software to determine whether to purchase a non-Evaluation License of the Software. You may not use the Evaluation License for any other purposes. Your Evaluation License to use the Software is only valid for the Trial Period. Upon expiration of the Evaluation License you must purchase a Software license to continue using or accessing the Software. The Evaluation License is provided to you “AS IS” without warranty or support of any kind, express or implied. If you subsequently license a non-evaluation version of the Software, your Evaluation License will terminate upon the earlier of (i) activation of the non-evaluation license in the Software, or (ii) expiration of the Trial Period.

2. RESTRICTIONS. You shall not, nor shall you authorize any person or entity to, directly or indirectly: (i) sell, rent, time-share, lease, distribute, redistribute or transfer the Software or any rights in any of the Software; (ii) host the Software in a multi-tenant environment; (ii) use the Software as a service bureau, as a service provider or in an outsourcing environment; (iii) reverse engineer, decrypt, decompile, disassemble, re-engineer or otherwise create, derive, or attempt to obtain the source code of the Software, or its structural framework; (iv) modify or create derivative works of the Software; (v) use the Software in whole or in part for any purpose except as expressly provided in Section 1 of this Agreement; (vi) remove or destroy any copyright or proprietary notice, labels, or marks on or contained within the Software or any copies thereof; or (vii) disable or circumvent any access control or related device, process or procedure established with respect to the Software. You may not knowingly use the Software, Service, or data provided via the Software in any way in furtherance of criminal, fraudulent, or other unlawful activity. You must comply with applicable laws and regulations in using, accessing, or distributing the Software, including any data provided via the Software. You are responsible for use of the Software by you and your Authorized Users, and for all their compliance with this Agreement, and any breach of this Agreement by such user shall be deemed to have been a breach by you.

3. TITLE. You acknowledge that no title to the intellectual property in the Software is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Software shall remain that of ICAT. The Software is protected by copyright and patent laws of the United States and international treaties.

4. THIRD PARTY SERVICES. You understand that the Software may require access to certain third party services (“Third Party Services”), including QuickBooks. In order to use the Software that uses or collects data from Third Party Services, you hereby authorize third party service providers, including Intuit, to obtain your data from third parties for use with the Software. Such data may include your financial or personal information with third parties. You understand that ICAT (i) has no access to your data from third parties through your use of the Software, and (ii) does not provide your data to third party service providers. You represent and warrant that you have the rights and authority to provide such authorizations to the third party service providers and ICAT. Your use and/or access to the Third Party Services shall be limited to those uses and access rights permitted by the third party service provider. You are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You understand that ICAT has no control over the Third Party Services and your ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the third party service provider’s discretion.

5. DATA.

5.1. Data Use. Through your use of the Software, ICAT does not have access to personal or company data, except certain activation and registration data, and does not have access to accounting or finance data provided via the Software or Third Party Services. ICAT does not have access to and does not maintain a copy of your company’s Software files. It is your responsibility to maintain your Software rate model configuration file and, if applicable, budget files including a backup copy of these files. ICAT may collect certain personal information in connection with your purchase and/or use of the Software, Support Services, or Professional Services, including without limitation, registration data and activation data, in accordance with the ICAT Systems Privacy Statement, a current copy of which is available at https://www.icatsystems.com/privacy. Your personally identifiable data will not be shared with or sold to third parties.

5.2. Data Transfer. You are solely responsible for any data you write, read, share, or store via the desktop Software. ICAT does not access, store, or transfer personal, accounting or finance data via your use of the desktop Software.

5.3. Security. You are fully responsible for the security of data on your device, network, or otherwise in your possession or control. You are solely responsible for the security of, and for controlling access to, the Software and data provided via the Software. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security, and dissemination of any personal, financial, credit card, or transaction information (defined as “Data”).

6. TERM AND TERMINATION.

6.1. Term of Agreement. This Agreement is effective as of the Effective Date and continues until the expiration of all License Terms and subscriptions, unless earlier terminated as set forth herein.

6.2. Term of License. Your License Term shall (unless otherwise specified in a separate writing by ICAT) begin upon the earlier of (i) activation date of the Software license key, or (ii) six months following date of purchase of the Software. Unless sooner terminated, your Software license will expire at the end of the applicable License Term. The Software subscription may be renewed with the purchase of a new license to initiate a new License Term as described herein, superseding any prior License Term.

6.3. Termination. This Agreement shall terminate automatically if You fail to comply with the limitations described in this Agreement. No notice shall be required to effectuate such termination. Termination of an active unexpired License Term requires deactivation of the License Key within the Software. Upon expiration or termination, you must cease all use of and destroy or delete all copies of the Software. You may retain copies of your Software rate model configuration and budget files, which may be used upon reactivation of your subscription or purchase of a new Software license. Notwithstanding the above terms, Intuit may, upon your request, cease providing your data to ICAT at any time.

7. THIRD PARTY BENEFICIARY. You acknowledge that Intuit is a third party beneficiary under this Agreement with rights to enforce the terms of this Agreement.

8. DISCLAIMER OF WARRANTY.
THIS SOFTWARE, ANY THIRD PARTY SERVICES, AND ANY DATA PROVIDED VIA THE SOFTWARE OR THIRD PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ICAT, ITS LICENSORS, AND THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, ANY THIRD PARTY SERVICES, OR ANY DATA PROVIDED VIA THE SOFTWARE OR THIRD PARTY SERVICES, IN WHOLE OR IN PART, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY.
IN NO EVENT SHALL ICAT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ANY USE OF THE SOFTWARE, THIRD PARTY SERVICES, AND ANY DATA PROVIDED VIA THE SOFTWARE OR THIRD PARTY SERVICES WILL BE AT YOUR SOLE RISK, AND IF THERE IS ANY LIABILITY IN CONNECTION WITH THE SOFTWARE, INCLUDING LIABILITY ARISING FROM A SECURITY BREACH OR ICAT’S LACK OF COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR DATA PRIVACY PROTECTION, SUCH LIABILITY IS SOLELY WITH ICAT AND NOT ITS LICENSORS OR THIRD PARTY SERVICES PROVIDERS. IN NO EVENT WILL ICAT BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, TO EXCEED THE COST OF THE SOFTWARE. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW.

10. INDEMNIFICATION. You will defend, indemnify and hold harmless ICAT, its Affiliates, and its and their officers, directors, employees and agents (“ICAT Indemnitees”) from and against any claims, actions, suits and proceedings brought against any ICAT Indemnitee arising from or related to (i) your use of the Software, including any data provided via the Software; (ii) a security incident involving your system, or the unauthorized use, access or disclosure of confidential or personal information; or (iii) your breach of this Agreement. We will provide you with (i) prompt written notice of the claim; (ii) all assistance, information and authority reasonably necessary for you to defend the claim (at your expense); and (iii) sole control of the defense of such claim and all associated settlement negotiations; provided, however, that you may not settle any claim that does not fully and unconditionally release the ICAT Indemnitees from any and all liability.

11. MISCELLANEOUS.

11.1. Survival. Rights and obligations under this Agreement which by their nature should survive will remain in effect after termination or expiration of this Agreement.

11.2. Alteration, Amendments, Assignment. This Agreement constitutes the entire Agreement between the parties and supersedes all previous communications, representation, understandings and agreements between the parties, whether written or oral, relating to the same subject matter. This Agreement shall be modified only by a written instrument signed by a duly authorized representative of ICAT, or from time to time, ICAT may modify or change the terms and conditions of this Agreement and supersede the terms of any prior version of this Agreement, in connection with any supplemental, different or new terms that might apply to any new release of the Software made available by ICAT, in ICAT’s sole discretion. Your continued use of the Software after you download and accept the new, additional or changed terms applicable to such new release will indicate your agreement to the change to this Agreement. You may not sell, assign, transfer, delegate, convey, pledge, encumber or otherwise dispose of, by operation of law or otherwise, the Software or this Agreement, or any rights or obligations hereunder. ICAT may assign this Agreement, and any or all of its rights and duties under this Agreement, without prior notice to you or your consent. You hereby warrant and represent that you have obtained all authorization and other applicable consents required empowering you to enter into this Agreement.

11.3. Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

11.4. Waiver. Failure of ICAT to enforce any terms of this Agreement shall not be deemed or considered a waiver of future enforcement of that or any other term in this Agreement. You agree that no term of this Agreement may be considered waived and no breach excused by ICAT unless made in writing by ICAT. No consent, waiver, or excuse by ICAT, express or implied, constitutes a subsequent consent, waiver or excuse.

11.5. Export You agree that you will not export or re-export the Software outside of the jurisdiction in which you obtained it without the appropriate United States or foreign government licenses.

11.6. Governing Law. This Agreement will be governed by the laws of the State of West Virginia as they are applied to agreements between West Virginia residents entered into and to be performed entirely within West Virginia. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within courts located in the State of West Virginia.

11.7. Entire Agreement. You agree that this is the entire agreement between you and ICAT, which supersedes any prior agreement, whether written or oral, and all other communications between ICAT and You relating to the subject matter of this Agreement.

11.8. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by ICAT.