Sensified’s proprietary mobile apps, web interfaces, and supporting software (“Sensified Apps”) are licensed, not sold, to Customer. The Customer’s license to each Sensified App is subject to this end user license agreement (“EULA”), as well as the terms and conditions of the agreement which references this EULA (the “Agreement”). Any Sensified App that is subject to this EULA is referred to herein as the “Licensed Application.” Sensified reserves all rights in and to the Licensed Application not expressly granted to Customer under this EULA. Sensified may, in its sole discretion, update this EULA at any time and will provide Customer with notice of such updated version. Sensified may, in its sole discretion, make changes to this EULA from time to time. Any changes made will become effective when posted, and Sensified agrees the changes will not be retroactive. If Sensified makes any material changes to this EULA, we’ll also notify users within the service or by sending an email. If users continue using the Sensified Apps after any updates, that means the updates have been accepted. It is the Customer’s obligation to read, understand and agree to the latest version of the Agreement. The legend at the top of this EULA indicates when it was last changed. In the event of a direct conflict between this EULA and the Agreement, the Agreement will control.

1.     Scope of License. Subject to the terms and conditions of this Agreement, including this EULA, Sensified grants to Customer, during the Term, a non-exclusive, non-assignable, nontransferable, non-sublicensable license to use the Licensed Application. The terms of this EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Sensified that replace or supplement the original Licensed Application. Customer may not transfer, redistribute or sublicense the Licensed Application. Customer may not copy (except as permitted by this license), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any Open Source Components included with the Licensed Application).

2.     Consent to Use of Data by Licensor. Customer agrees that Sensified may collect and use technical data and related information, including, but not limited to, technical information that is gathered periodically to facilitate the provision of software updates, product support, and other services to Customer (if any) related to the Licensed Application. Sensified may use this information, as long as it is in a form that does not personally identify Customer, to improve its products or services or technologies, or to provide products or services or technologies to Customer, or as otherwise permitted in such Agreement.

3.     Termination. This EULA is effective until termination of the Agreement. Customer’s rights under this EULA will terminate automatically if Customer or its end users fails to comply with any of its terms.

4.     External Services. The Licensed Application may enable access to Sensified’s and/or third-party services and websites (collectively and individually, “External Services”). Customer agrees to use the External Services at Customer’s sole risk. Although Sensified may review third-party External Services from time to time for its own purposes, Sensified is not responsible for examining or evaluating the content or accuracy of any third-party External Services and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Sensified or its agents. Customer will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Sensified or any third-party. External Services may not be available in all languages, and may not be appropriate or available for use in any particular location. To the extent Customer or its end users choose to use such External Services, Customer is solely responsible for compliance with any applicable laws. Sensified reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

5.     No Warranty. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE LICENSED APPLICATION IS AT CUSTOMER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

6.     Export Prohibitions. Customer may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, Customer represent and warrant that Customer is not located in any such country or on any such list. Customer also agrees that it will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. even if the above-stated remedy fails of its essential purpose.

7.     Governing Law. This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Atlanta, Georgia and the parties hereby consent to exclusive personal jurisdiction and venue therein.