1 Rhea Help Desk Software End User License Agreement THIS "END USER LICENSE AGREEMENT" (THE "EULA") IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SOFTWARE ("YOU" OR "CUSTOMER") AND RHEA SOLUTIONS LIMITED. BY REGISTERING FOR THE SOFTWARE OR BY USING THE SOFTWARE, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO BE BOUND BY THE EULA, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE EULA, YOU MAY NOT USE THE SOFTWARE. Definitions: "Active User Account" means a user account that is active in the context of Rhea Help Desk's software, meaning that the User Account is fully functional and can be used to authenticate to the Software. "Technician User Account" means a technician or manager user account that is active in the context of Rhea Help Desk's software, meaning that the Technician User Account is fully functional and can be used to authenticate to the Software. "Data" means the data stored in your help desk using the Software. "Domain Name" means an Internet domain name (e.g., sub.domain.com and domain.com). "License Key" means the key that is used to activate the Software for use by Customer. "Rhea Solutions", "Us" and "We" means Rhea Solutions Ltd., its employees, representatives and contractors. "Site" means "Software" means the software that accompanies this EULA. "Edition" means the solution edition (Free, Standard, Ultimate) you choose to have delivered to you as part of the Software. "Support and Maintenance" means the optional fee-based subscription that enables a Customer to receive access to support and new releases of and updates to the Software. "Third Party Software" includes any third-party software that may be included with the Software. 1. Grant of License 1.1 License. Subject to the EULA and provided that you have a valid License Key, Rhea Solutions grants You the revocable, non-exclusive, non-transferable, and non-sub licensable license to use the Software through Your Active User Accounts. 1.2 Technical User Accounts. You shall ensure that the number of Your Technical User Accounts is equal to or less than the number of Technical User Accounts for which You have subscribed. You are responsible for ensuring that access to a Technical User Account is not shared. Only one individual may authenticate to one Technical User Account. If you are a legal entity or association, all persons using Your Technical User Accounts must be either your employees or your contractors who have agreed to be bound by the EULA. Hardware or software you use to pool connections, reroute information, or reduce the number of users that directly access or use the Software (sometimes referred to as multiplexing or pooling ), does not reduce the number of licenses or Technical User Accounts you need.
2 1.3 Third Party Software. The Software may contain or be accompanied by Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from Rhea Solutions and are made a part of and incorporated by reference into the EULA. By accepting the EULA, You are also accepting the additional terms and conditions, if any, set forth therein. 1.4 New Releases, Updates, and Increases to Number of Technician User Accounts. You are entitled to use new releases of and updates to the Software, and/or to increase the number of Your Technician User Accounts, only (i) if you elect to purchase a Support and Maintenance subscription and (ii) while your Support and Maintenance subscription remains active and in good standing. A Support and Maintenance subscription is optional and, subject to the terms of the EULA, You may use the Software without such a subscription and/or continue to use the Software after such subscription has expired. Any new releases of and updates to the Software you receive and are entitled to use pursuant to this Section 1.4 shall be included in the definition of Software hereunder and shall be governed by the terms of this EULA unless such new release or update is accompanied by a separate license, in which case the terms of that license will govern the Software and/or such new release or update. You may obtain new releases of and/or updates to the Software only from Rhea Solutions or other sources authorized by Rhea Solutions. 2. Conditions and Limitations 2.1 Number of Installations. You are permitted only one live, accessible installation of the Software. Each live installation of the Software can be accessed through one Domain Name only. If access to the installation is required through multiple Domain Names, additional license(s) are required. 2.2 No Reselling, Time-Sharing, or Sub-Licensing. You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party, other than as expressly permitted by the EULA. 2.3 No Unlawful Use or Objectionable Content. You shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not modify, adapt or hack any protected (encrypted or compiled) parts of the Software, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. You undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Rhea Solutions offers no assurance that Your use of the Software under the terms of the EULA will not violate any law or regulation applicable to You. 2.4 Responsibility for Use. You must only install the Software and make the Software available for use on systems owned, leased, or controlled by You in such a way that You can guarantee compliance with the terms of the EULA. You assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Software. You are responsible for any accesses made to the Software. 2.5 Attribution. With respect to any use of the Software, You shall keep the attribution and hyperlink to Rhea Solutions and its website intact unless a license (at a cost) is obtained from Rhea Solutions to do so. 2.6 Software Backup. You may make one copy of the Software for back-up and archival purposes, provided that the original and the copy are kept in Your possession and that Your installation and use of the Software does not exceed that allowed in the EULA. 2.7 Data Backups. You assume all responsibility for all of Your Data and any backups thereof. 2.8 Unsolicited . You may not use the Software to send unsolicited ("spam") to anyone, including mailing lists which You have purchased.
3 2.9 Securing Your Authentication Details. You will ensure that all passwords and login credentials remain secure at all times for You and each of Your User Accounts. If in the case that You suspect a security violation You also undertake to notify Rhea Solutions immediately Handling Software. You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software, (b) use any Third Party Software independently of the Software, (c) copy, modify, or combine any part of the software included in the Software for use in software or applications outside of the Software or (d) make any attempt to circumvent parts of the Software designed to enforce the maximum number of Staff User Accounts for which You have paid. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA Limited License. You acknowledge and agree that (i) the Software is the property of Rhea Solutions and is licensed and not sold to You under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of Rhea Solutions and/or its licensors and embodies trade secrets and intellectual property of Rhea Solutions and/or its licensors protected under United Kingdom copyright and other laws, and by international treaty provisions (collectively referred to as Rhea Solutions s Intellectual Property Rights ). Your rights in the Software are strictly limited to those license rights expressly granted under Section 1.1 above, and Rhea Solutions retains all rights not expressly granted herein. Without limiting the foregoing, Rhea Solutions and/or its licensors retain all right, title, and interest in and to Rhea Solutions s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Software. You further acknowledge that there are no implied licenses granted under the EULA Obtaining the Software. You shall not obtain copies of the Software though any means other than directly through the Site using your Rhea Solutions customer account credentials. Rhea Solutions does not guarantee that the Software will be available for download from the Site for a period longer than 90 days following Your purchase Disrepute. You shall not commit any act likely to result in the disrepute or harming of interests of Rhea Solutions's name or the name of its third party suppliers, whether through explicit act or omission. 3. Liabilities, warranties and indemnification 3.1 Disclaimer of Warranties. No Warranties. THE SOFTWARE AND THE SITE ARE PROVIDED AS IS AND AS AVAILABLE WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. RHEA SOLUTIONS MAKES NO WARRANTY THAT (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RHEA SOLUTIONS OR THROUGH OR FROM THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. 3.2 Carrier Lines. YOU ACKNOWLEDGE THAT ACCESS TO THE SOFTWARE WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, CARRIER LINES ) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND RHEA SOLUTIONS S CONTROL. RHEA SOLUTIONS ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER
5 TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THE SOFTWARE AND THE EULA. 3.7 Indemnification. You agree to indemnify, defend, and hold harmless Rhea Solutions and other users of Rhea Solutions services, and Rhea Solutions s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys fees, arising out of or relating to: (a) Your use of the Software; (b) any content You create, transmit, or display while using the Software; (c) any breach by You of any representations, warranties, or agreements contained in the EULA; (d) any unlicensed use of the Software using Your Staff User Accounts; and (e) Your negligent or willful misconduct. 3.8 Notification of Claim. In no event will a claim by brought by You unless the licensee has notified Rhea Solutions of the claim within one year of it arising. 3.9 Infringement. Subject to the remainder of this Section 3.9 and to the limitations set forth in Section 3.6, Rhea Solutions will indemnify and hold You harmless against a claim to the extent based on an allegation that Your use of the Software (in the form provided by Rhea Solutions) in compliance with this Agreement infringes a United States or European Union patent or registered copyright ( Claim ), and will pay those damages and costs finally awarded against You by a court of competent jurisdiction, or agreed to in writing by Rhea Solutions as settlement, as a result of such Claim, provided that the licensee has notified Rhea Solutions of the Claim within sixty (60) days of it arising. Rhea Solutions will have no liability for any damages or costs to the extent that a Claim is based upon: (i) use of Software in combination with any non-rhea Solutions product, software or equipment; (ii) use of Software in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Rhea Solutions was aware of or had been advised of such use; (iii) modifications to Software by any person or entity other than Rhea Solutions; (iv) any breach by You of any representations, warranties, or agreements contained in the EULA; (v) any unlicensed use of the Software using Your Staff User Accounts; or (v) Your negligent or willful misconduct. If the Software becomes, or in the opinion of Rhea Solutions may become, the subject of a Claim, Rhea Solutions may, at its option and in its discretion: (i) procure for You the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) terminate Your right to continue using such Software and refund, on a prorated basis, any license fees related to the Software paid by You. 4. Trademarks and publicity 4.1 Use of Names and Trademarks. While You remain licensed to use the Software, You may use Rhea Solutions's name or logos in order to identify Yourself as a customer. You shall not otherwise use Rhea Solutions's name or trademarks, unless written permission is obtained from Rhea Solutions or otherwise set out in the EULA. 4.2 Disrepute. You shall not commit any act where the result of which is the likely disrepute or harming of interests of Rhea Solutions's name or the name of its third party vendors, whether through explicit act or omission. 4.3 Promotional Materials and Publicity. You authorize Rhea Solutions to use Your name and trademarks in Rhea Solutions s promotional materials and for publicity purposes. You can opt-out at any time by writing to: Solutions.com. 5. Confidentiality 5.1 Access to and Disclosure of Your Data. You acknowledge and agree that Rhea Solutions may access, use, and store Your Data for the purpose of responding to Your requests for technical support and/or providing other services that we have agreed, or may in the future agree, to provide. You also agree that Rhea Solutions may collect anonymized usage data from and/or relating to Your Data and Your use of the Software ( Anonymized Usage Data ). Anonymized Usage Data will not include identifying information about Your customers, such as Your customer contact information, or copies of communications between You and Your customers. Rhea Solutions shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any of Your Data in Rhea Solutions's possession. Rhea Solutions will not disclose any of Your Data in Rhea Solutions's possession to a third party unless compelled by law or court order or if You consent in writing to the disclosure.
7 8.1 Assignment. You may not assign Your account with Rhea Solutions or Your rights under the EULA without Rhea Solutions s prior written consent, except in the case of a sale of all or substantially all of Your assets. Rhea Solutions may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation. 8.2 Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 8.3 Enforcement. The failure of Rhea Solutions to exercise or enforce any right or provision of the EULA shall not be a waiver of that right. No provision in the EULA shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. 8.4 Choice of Law. The interpretation of the EULA and the resolution of any disputes arising under or in connection with the EULA shall be governed by and construed in all respects in accordance with the Law of Scotland. 8.5 Severability. Any provision of the EULA that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of the EULA, and such other provisions shall remain in full force and effect. 8.6 Notices. You agree that Rhea Solutions may provide You with notices, including without limitation those regarding changes to the EULA, by , regular mail, or messages or postings through the Software. 8.7 Complete Understanding. The EULA constitutes the entire agreement between You and Rhea Solutions and govern Your use of the Software, superseding any prior agreements between You and Rhea Solutions for the use of the Software. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other Rhea Solutions services, affiliate services, third-party content, or third-party software No Third-Party Beneficiaries. Nothing express or implied in the EULA is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.