End User License Agreement (EULA) for CoreIntegrator’s A/P One™ Enterprise Solution

This End User License Agreement (“EULA”) is a legal agreement between either an individual or a single entity or company (“End User”) and CoreIntegrator, LLC (“CoreIntegrator”). The End User agrees to be bound by the terms and conditions of this End User License Agreement when the End User uses the Software. If the End User does not agree, do not accept or use the Software.

1. INTRODUCTION: This EULA governs End User’s use of the A/P One Enterprise Workflow Software (Software) developed and owned by CoreIntegrator. End User will be granted access to use the Software either in a SaaS model (Cloud) or End User’s managed environment and may include associated media, printed materials, online or electronic documentation, and Internet-based services.

2. LICENSE: Subject to the terms and conditions of this EULA, CoreIntegrator grants End User, and End User accepts, a nontransferable and nonexclusive license to use the Software, in object code form only, and the Software, for the sole purpose of processing and approving workflow and content management related transactions. End User may use and access the Software either through an approved web site for SaaS subscriptions identified by CoreIntegrator in writing from time to time (the “Site”) or directly to the End User’s on premises or hosted server environment. End User acknowledges that CoreIntegrator is the sole owner of all intellectual property rights in and to the Software, including but not limited to the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated therewith. Except as expressly authorized in this EULA, End User will not copy, modify, distribute, sublicense, transfer, display, rent or unbundle the Software. In addition, End User will not reverse engineer, decompile or disassemble the Software, and will not otherwise attempt to reconstruct or discover the source code for the Software. CoreIntegrator reserves all rights in the Software not expressly granted to End User. End User agrees to comply with CoreIntegrator’s procedures and security measures associated with access to the Software and the Site (the “CoreIntegrator Procedures”), which will be maintained by CoreIntegrator on the Site and are incorporated by reference in this EULA. CoreIntegrator may revise the CoreIntegrator Procedures from time to time. CoreIntegrator may in its sole discretion deny or remove access to any user of the Software or Site (“User”) who fails to abide by the CoreIntegrator Procedures or who otherwise tampers with or abuses the Site or the Software or utilizes the software for illegal, disruptive or other inappropriate purposes.

3. FEES AND EXPENSES: The End User agrees to pay all fees and expenses as defined in the CoreIntegrator Financial Summary.

4. TERM OF AGREEMENT: The Term of this EULA is as defined in the CoreIntegrator Financial Summary, beginning with the date the EULA is accepted by the End User.

5. TECHNICAL SUPPORT: CoreIntegrator will provide e-mail technical and phone support to the End User. CoreIntegrator will attempt to respond to e-mail requests for technical support per the conditions detailed in the CoreIntegrator Service Level Agreement.

6. CONFIDENTIALITY: “Confidential Information” means any information or data (including without limitation any formula, program, device, method, or process) that is disclosed by one party (a “disclosing party”) to the other party (a “receiving party”) pursuant to this EULA. Confidential Information of CoreIntegrator includes, but is not limited to, the terms of this EULA; the Software, as well as the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with such Software. A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in strict confidence; and (b) except as expressly authorized by this EULA, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the Confidential Information for up to 3 years after the End User discontinues use of the Software. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure. Each party acknowledges and agrees that any violation of this Section or the intellectual property rights of CoreIntegrator may cause the disclosing party irreparable injury for which the disclosing party would have no adequate remedy at law, and that the disclosing party shall be entitled to preliminary and other injunctive relief against the receiving party for any such violation. Such injunctive relief shall be in addition to, and in no way in limitation of, all other remedies or rights that disclosing party shall have at law or in equity.

7. WARRANTY. CoreIntegrator warrants that the Software will substantially conform to base version of the Software as sold to End User. If it does not, at CoreIntegrator’s option, CoreIntegrator will either repair the Software or replace it with conforming Software. This is the exclusive remedy for breach of the foregoing warranty. This warranty shall not apply to customized software and shall not apply if the defect is caused by changes made by End User or by bugs or other defects caused by End User’s server.

8. DAMAGES. To the maximum extent permitted by applicable law, in no event shall CoreIntegrator be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict or product liability, breach of contract or breach of warranty of CoreIntegrator, even if CoreIntegrator has been advised of the possibility of such damages.

9. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that the End User might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages in contract or anything else), the entire liability of CoreIntegrator under any provision of this EULA and the End User’s exclusive remedy for all of the foregoing shall be limited to the amount not to exceed the remaining value of the current paid subscription contract. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

10. INDEMNIFICATION: If a claim of copyright, patent, trade secret, or other intellectual property rights violation is made against End User relating to the Software, End User agrees to immediately notify CoreIntegrator, allow CoreIntegrator to control the litigation or settlement of such claim, and cooperate with CoreIntegrator in the investigation, defense, and/or settlement thereof. CoreIntegrator agrees to take control of the litigation and indemnify the End User by paying any settlement approved by CoreIntegrator, or any judgment, costs, or attorneys’ fees finally awarded against the End User for such claim. End User may participate at End User’s own expense. This indemnification obligation does not apply to the extent the claim is based on a combination of Software with other software, or any modification to the Software, if such claim would not have been made but for the combination or modification. If such a claim is made or, in CoreIntegrator’s opinion, is likely to be made, CoreIntegrator, at its sole discretion, may modify the Software, obtain rights for the End User to continue using the Software, or terminate the EULA for the Software.

11. ASSIGNMENT. End User may not assign, delegate, or transfer the EULA, or any of its rights or duties hereunder, without the prior written consent of CoreIntegrator. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this EULA shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

12. CHOICE OF LAW. This EULA shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Lebanon County, Pennsylvania.

13. RESOLUTION OF DISPUTES/ARBITRATION. If any dispute arising out of this EULA cannot be resolved by good faith negotiation, it shall be resolved by binding arbitration by delivering a written demand for arbitration to the other party. A single, mutually agreed-upon arbitrator shall be chosen in the Commonwealth of Pennsylvania. This arbitration shall be conducted on a confidential basis, and any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees.

14. FORCE MAJEURE. Neither party shall be held responsible for unavoidable violations to this EULA caused by acts of nature, strikes, embargoes, fires, war, or other causes beyond its reasonable control.

15. MODIFICATION AND WAIVER. No modification to this EULA, nor any waiver of rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

16. NOTICES. Any required or permitted notices hereunder must be given in writing at the legal corporate address of each party, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of the following methods: hand delivery; registered, email, express, or certified mail, return receipt requested, postage prepaid; email, or nationally recognized private express courier. Notices will be deemed given on the date received.

17. SEVERABILITY. If for any reason any provision of this EULA shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this EULA shall remain in full force and effect.

18. LIMITATION OF ACTION. Any legal action arising out of this EULA shall be barred unless commenced within one (1) year of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against the End User by CoreIntegrator arising from any delinquencies in payment for Software.

19. ENTIRE AGREEMENT. This EULA and the exhibits attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

20. TERMS AND CONDITIONS: Additional terms and conditions are detailed in the CoreIntegrator Financial Summary and incorporated herein by reference.

21. PRIVACY POLICY: CoreIntegrator protects the End User’s data. The Privacy Policy, linked below, is incorporated into this Agreement by reference. View CoreIntegrator’s Privacy Policy