IMPORTANT, PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE VIRTUAL LOAN ASSISTANT SOFTWARE, AND PRINT IT TO MAINTAIN A COPY FOR YOUR RECORDS.

THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS BETWEEN TRELLISPOINT, LLC (THE “COMPANY”) AND THE INDIVIDUAL OR LEGAL ENTITY WHO SUBSCRIBES TO THE SOLUTION(S) PROVIDED WHICH ACCOMPANIES THIS AGREEMENT (THE “USER”). IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “USER” SHALL REFER TO SUCH ENTITY.

THIS AGREEMENT GIVES THE USER THE RIGHT TO ACCESS AND USE THE COMPANY’S SOLUTION(S) THAT ARE SUBSCRIBED TO FROM THE COMPANY.  THE COMPANY WILL CHARGE FOR EVERY VIRTUAL LOAN ASSISTANT USER DEPLOYED IN THE USER’S SYSTEM. THE COMPANY IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE COMPANY’S SOLUTION(S) ONLY IF THE USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND PAYS OR HAS PAID THE COMPANY, THE FULL SUBSCRIPTION PRICE FOR USE OF THE LICENSE TO WHICH THE USER HAS SUBSCRIBED.  THE PRICE FOR THE SOLUTION(S) IS PER USER AND MUST BE LICENSED FOR ALL INDIVIDUALS IN THE USER’S SYSTEM.

BY ACCESSING THE VIRTUAL LOAN ASSISTANT SOFTWARE, THE USER ACKNOWLEDGES THAT THE USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE USER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, THE USER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO.

1. GRANT OF LICENSE. In consideration of the payment of the subscription price for the right to use the Company’s solutions, and the User’s adherence to all provisions of this Agreement, the Company grants the User a non-exclusive, non-transferable license to access and use the Company’s solutions. By purchasing Our Software, you grant company the right to publish, display or list your logo or user company’s name as part of our customer list and on related marketing materials.

2. MICROSOFT CUSTOMER AGREEMENT.  User acknowledges that software is built upon the Microsoft Power Platform and shall agree to the Microsoft Customer Agreement.

3. RESTRICTIONS. User may not copy, modify, or transfer the solution to others, in whole or in part, except as expressly provided in this Agreement. The solution contains trade secrets of the Company, and the User may not reverse engineer, disassemble, decompile, or translate the solutions, or otherwise attempt to derive its source code or the source code through which the solution is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is particular to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and be void. The User may not give, rent, lease, loan, resell, or distribute the solution or any part thereof in any way including, but not limited to, making the solution available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User’s Username and Password. User agrees to ensure that any use of the Software does not exceed the User’s permitted use, is controlled by the User, and is otherwise subject to and in accordance with the terms of the Agreement.

4. OWNERSHIP. The Company’s solutions are the property of the Company, if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The solutions are licensed, not sold, to the User for use only under the terms of this Agreement, and the Company reserves all rights not expressly granted to the User.

5. TERM.  The term of this Agreement shall be one year.  Renewal of annual subscription will be automatic until User communicates in writing the desire to terminate the subscription.  Charge is paid at the beginning of each month and will be paid by auto debit or check.  Company will process User auto-debit or check for each solution subscribed charging for all User subscribed solutions until the last day of the current month. If the auto debit or check fails, the solutions will expire. This Agreement and license granted herein will terminate at the end of the last day of the month subscribed and for which payment has been received in full unless auto debit or check is processed for service(s).

6. TERMINATION. This Agreement will terminate immediately if the User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between the Company, the User’s right to access and use the solutions may also terminate or expire without prior notice to User. A User may terminate this Agreement at any time by notifying the Company in writing prior to the 1st of the month (payment processing). Upon receipt of notice of termination from the User, the license and the User’s access to the solutions(s) shall expire on the last day of the month.

7. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY’S SOLUTION(S) ARE PROVIDED “AS IS” AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE SOLUTION(S) AND ANY OTHER MATERIAL PROVIDED TO THE USER BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE COMPANY DOES NOT WARRANT THAT THE SOLUTION(S) ARE ERROR-FREE, THAT THEIR OPERATION WILL BE UNINTERRUPTED, OR THAT SOLUTION(S) WILL MEET ANY PARTICULAR USER REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY AND PROVIDES NO ASSURANCE THAT THE SOLUTION(S) WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY, WITHIN OR OUTSIDE OF THE UNITED STATES.

8. SOLUTION SUPPORT. The access rights granted hereunder entitles User to the support services described below

a.       Definitions

i.      Incident means a request by user for assistance in addressing a single technical problem relating to the Software.  Company shall make the final determination as to what constitutes an “Incident” in its sole discretion.

ii.      Normal Business Hours means 9:00 AM to 5:00 PM Eastern Standard Time, Monday thru Friday (excluding holidays).  Company may amend the definition of Normal Business Hours from time to time in its sole discretion by providing notice to User.

b.       User shall be entitled to receive support services on up to 5 Incidents per month at no additional charge. To initiate Incident user must email the Company support email address at support@trellispoint.com.

c.       Resolution of Incidents.  In the event that Company resolves User’s Incident or makes a determination that no resolution is commercially feasible, Company will provide User with notice and close the Incident.  Alternatively, Company may determine whether a support issue raised in an Incident constitutes a bug in the Software (“Software Bug”) or a request for a new feature (“Feature Request”).  If Company determines that a support issue raised in an Incident constitutes a Software Bug or a Feature Request, Company will close the Incident and determine whether such Software Bug or Feature Request should be forwarded to Company’s development team for further consideration and possible correction or inclusion into the Software.  Any information, feedback, ideas or suggestions you provide to Company with respect to a Software Bug or Feature Request shall be deemed a Submission.  Company shall in its sole discretion determine:  (a) whether an Incident has been resolved; (b) whether a resolution is commercially feasible; (c) whether a support issue raised in an Incident constitutes a Software Bug or Feature Request; and (d) whether or not and when to close an Incident.  Company will not provide the support services for closed Incidents.

9. MISCELLANEOUS

a.       The relationship between User and Company is that of independent contractors, and nothing contained in the Agreement shall be construed to (a) give either party the power to direct or control the day-to-day activities of the other, (b) constitute the parties as partners, joint venturers, co-owners, agents, employer/employee, franchisor/franchisee or otherwise, or (c) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.  User represents and warrants that the User will not make any representations, warranties or guarantees on behalf of the Company, and will not disparage the Company in any manner or otherwise harm the Company’s business or reputation.

b.       The Agreement shall be governed by the laws of the State of Ohio, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Agreement or the Software shall be subject to the exclusive jurisdiction of the state and federal courts in Cuyahoga County, Ohio.  User hereby agrees to waive all rights to a trial by jury regarding any disputes, actions, claims or causes of action arising out of or in connection with the Agreement or the Software.  This choice of jurisdiction and venue does not prevent the Company from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.  User agrees that the Company is entitled to attorneys’ fees, costs and other expenses if the Company prevails in any litigation in connection with the Agreement or the Software.

c.       User may not assign any rights or interests in the Agreement, the License or the Software.

d.       If any provision of the Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the offending provision will automatically be deemed amended so as to be as broad as is permissible or as narrow or limited as is permitted by law, as applicable.  The unenforceability or invalidity of any one provision shall not affect the remainder of the Agreement, which shall continue in full force and effect.

e.       The Agreement constitutes the entire agreement between Company and User with respect to the License and the Software, and supersedes all other communications and proposals, and there are no other promises or conditions in any other agreement, whether oral or written.

f.        Company may, at any time, amend the provisions of the Agreement, and the User may accept the amended provisions in the manner indicated in the amendment notice communicated by the Company.

g.       Company’s failure to enforce any of the provisions of the Agreement shall not be construed as a waiver or limitation or the Company’s right to subsequently enforce and compel strict compliance with every provision of the Agreement.

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