License Agreement for On-Demand Platform and CRM Applications

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE REGISTERING.

BY CLICKING ON THE "REGISTER" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS TO USE THE LONJUMP.COM WEB SITE (“LONGJUMP”), A SERVICE PROVIDED BY RELATIONAL NETWORKS, INC. (“RELATIONALS”), YOU ARE CONSENTING THE FOLLOWING TERMS AND CONDITIONS (THE AGREEMENT) GOVERNING YOUR USE OF THE LONGJUMP SERVICE (THE SERVICE) ALONG WITH ANY AMENDMENTS THERETO AND ANY OPERATING RULES OR POLICIES THAT MAY BE PUBLISHED FROM TIME TO TIME BY RELATIONALS . IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, AND ANY PERSON TO WHICH THE ENTITY PERMITS ACCESS AND USE OF SERVICES, TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "REGISTER" BUTTON AND THE REGISTRATION PROCESS WILL NOT CONTINUE.

LONGJUMP PLATFORM SERVICES
This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement.

Registration allows you to create a user account in which you will be able to create, customize, manage, and administer applications through Internet access to LongJump's proprietary software and architecture, including the LongJump Catalog, Application Building tools, and Application Framework ("LongJump Platform"). LongJump reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.

LongJump may make changes to the Agreement, and continued use of the Service constitutes Customer’s acceptance of any such changes. In addition, Customer and LongJump shall be subject to any posted guidelines or rules applicable to such Services that may be posted at any time.

RESPONSIBILITIES AND RIGHTS
You are responsible for all activity occurring under your Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of LongJump, including those related to data privacy, international communications and the transmission of technical or personal data. You must:

report to LongJump immediately of any unauthorized use of any account or any other known or suspected breach of security by you or any member of your Team
report to LongJump immediately and use reasonable efforts to stop immediately any copying or distribution of the LongJump Platform that is known or suspected by you or any member of your Team
not impersonate another LongJump user or provide false identity information to gain access to or use the LongJump Platform.

IF, AT THE END OF YOUR SUBSCRIPTION, you elect to discontinue services, then the data that you store in Applications when using the LongJump Platform per the terms of this Agreement will be considered your personal property and fully transferable to you upon written request to Relationals.

RESTRICTIONS ON USE
Your license to use LongJump to create Applications is limited to you and your Team to use only and cannot be shared with or used by any Third Party with the exception of platform features that enable you to communicate with the Third Party. You agree NOT to:

modify or make derivative works based upon the LongJump Platform;
disassemble, reverse engineer, analyze, decompile, modify, convert or translate the LongJump Platform or apply any procedure or process to the LongJump Platform in order to
- build a competitive product or service
- build a product using similar ideas, features, functions or graphics of the LongJump Platform, or
- copy any ideas, features, functions or graphics of the LongJump Platform;
license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any Third Party the LongJump Platform and/or User Account in any way;
link to the LongJump Platform or Applications via the Internet, displaying any content on any other server or wireless or Internet-based device, without properly citing LongJump as the owner or expressed written consent from LongJump;
use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the LongJump Platform in a manner that sends more request messages to LongJump servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser;
collect or harvest any personally identifiable information, including account names, from LongJump.
for every e-mail message sent in connect with the Services, Customer acknowledges and agrees that the Services shall automatically add an identifying footer stating “Powered by LongJump” or similar message.

AS PARTY TO THIS AGREEMENT, You agree NOT to use the LongJump Platform to engage in:

sending email spam or otherwise duplicative or unsolicited messages in violation of applicable CAN-SPAM laws;
sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violate Third Party privacy rights;
sending or storing material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
interfering with or disrupt the integrity or performance of the LongJump Platform or the data contained therein;
attempting to gain unauthorized access to the LongJump Platform or its related systems or networks.

OWNERSHIP
While this Agreement and the specified license(s) are in effect and it does not convey any rights of ownership in or to the LongJump Platform. All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the LongJump Platform will remain the sole property of Relationals. Any services provided to you under this Agreement related to the testing of the LongJump Platform, including methods, processes, notes, designs, code, documentation, memoranda will belong to Relationals. Any intellectual property and information, such as data, feedback, advice, information, designs that you give to LongJump during the Term of this Agreement will belong to Relationals and you will receive no compensation for such information.

RELATIONALS ACCESS TO APPLICATIONS
During the Term of this Agreement, in the event that Relationals discovers that an Application and/or Account is impeding services on the LongJump Platform in any way or the server that the LongJump Platform is hosted on, you hereby grant Relationals access by proxy login to an Application or Account so Relationals may investigate Applications and/or Accounts and the problems that it may be causing. During this investigation, services to said Applications and/or Accounts may not be accessible.

WARRANTY DISCLAIMER
Relationals make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the LongJump Platform or any content. The LongJump Platform is provided to you on an "AS IS - WHEREAS" basis. By accepting this license, you agree that you understand that the LongJump Platform may not operate according to the specifications at all times. Relationals DOES NOT represent or warrant that:

the use of the LongJump Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
the LongJump Platform will meet your requirements or expectations or result in revenues or profits;
any stored data will be accurate or reliable;
the quality of any products, services, information, or other material purchased or obtained by you through the LongJump Platform will meet your requirements or expectations;
the LongJump Platform will remain consistent during any given period as Relationals reserves the right to make changes to improve service or add and remove product features at any time;
errors or defects will be corrected, or;
the LongJump Platform or the server(s) and software components that make the LongJump Platform available are free of viruses or other harmful components.
any applications authored on the LongJump platform and made available to through the catalog has the warranty disclaimer as sections (a) through (g) above.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Relationals.

LIMITATIONS ON LIABILITY
You expressly understand and agree that Relationals, its officers, directors, employees, affiliates and service providers, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Relationals has been advised of the possibility of such damages), resulting from:

the use or the inability to use the LongJump service;
the cost of procurement of substitute goods and service resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the LongJump Platform;
unauthorized access to or alteration of your transmissions or data;
statements or conduct of any third party on the LongJump Platform or;
any other matter relating to the LongJump Platform. You also agree that Relationals will not be liable for any
- interruption of business
- access delays or access interruptions to this site or the web site(s)
- data non-delivery, mis-delivery, corruption, destruction or other modification
- unauthorized access to data entered in, or breach of any security mechanisms utilized in, the LongJump Platform or in any restricted field therein; or
- events beyond the reasonable control or Relationals.

LongJump’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Relationals is not responsible for any delays, delivery failures, or other damage resulting from such problems.

TERMINATION OF SERVICES
Relationals reserves the right to terminate your LongJump Account for any reason at any time. Relationals shall have no liability to Customer or any third party because of such termination. You may terminate your account at any time upon five (5) working days prior notice to us. Upon termination, Customer can request a data export be made available for download. If Customer does not log into its account for more than 90 days, the account may become inactive. When an account is classified (at Relationals sole discretion) as inactive, LongJump will notify Customer at the email address that’s currently on file. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA MAY BE PERMANENTLY REMOVED FROM THE LONGJUMP DATABASE.

REFUND POLICY
A customer may cancel their 12-month LongJump commitment during the first thirty (30) days after purchase or renewal and obtain a refund less thirty (30) days at the month-to-month program price for each user and a $100 cancellation charge. The refund will be provided through a credit to the bank or debit card used in the original payment. Following the first thirty (30) days after purchase, the 12-month commitment is non-refundable. Fees for email credits or support credits purchased are non-refundable. For customers on the month-to-month program, LongJump reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior written notice to you, which notice may be provided by either a posting on the LongJump website or e-mail. For month-to-month customers, no refund is available for months where users were active within the system.

GENERAL TERMS
You acknowledge that the exportation from the United States of the LongJump Platform and related technical data is subject to compliance with United States export laws including without limitation the United States Bureau of Export Administration's Export Administration Regulations and the regulations of any other United States government agency, which restrict exports, re-exports and release of United States origin products and their related technical data. You agree to commit no act which, directly or indirectly, would violate any United States law, regulation or treaty, or any other international treaty or agreement, relating to the export, re-export or release of any of the products or associated technical data to which the United States adheres or with which the United States complies. Relationals make no representation that the LongJump Platform is appropriate or available for use in other locations. If you use the LongJump Platform from outside the United States, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of your inputted Customer Data contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Customer Data, nor any information acquired through the use of the LongJump Platform, is or will be used for nuclear activities, chemical, biological weapons, missile projects, or terrorist activities, unless specifically authorized by the United States government or appropriate European body for such purposes.

This Agreement may not be assigned by you without the prior written approval of LongJump. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of your entity that results or would result in a direct competitor of LongJump directly or indirectly owning or controlling 50% or more of you shall entitle LongJump to terminate this Agreement for cause immediately upon written notice.

United States Government Users
If you are a unit or agency of the United States Government, or if a license hereunder is acquired pursuant to a contract with any such unit or agency, all licenses granted hereunder are subject to the following: (i) for acquisition by or on behalf of civilian agencies, as necessary to obtain protection as "commercial computer Software" and related documentation in accordance with the terms of this Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; (ii) for acquisition by or on behalf of units of the Department of Defense ("DOD") as necessary to obtain protection as "commercial computer Software" and related documentation in accordance with the terms of this commercial computer Software license as specified in 48 C.F.R. 227-7202-2 of the DOD F.A.R. Supplement and its successors. In addition, you agree that the LongJump Platform is provided with Restricted Rights: Use, duplication, or disclosure by the United States Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Manufacturer is Relationals, Inc., 1230 Midas Way, Ste. 210, Sunnyvale, CA 94085.
Use, disclosure, or reproduction is prohibited without the prior express written permission of Relationals.

Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to any contrary conflicts of law principles. All legal actions arising under this Agreement will be initiated and maintained in the state or federal courts in California. Both parties hereby irrevocably consent to such jurisdiction and venue.

Attorneys' Fees and Costs
The prevailing party in any legal action or arbitration relating to this Agreement will be entitled to recover its attorneys' fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding.

Arbitration
The parties hereto irrevocably agree that any and all controversies, directly or indirectly related to this Agreement, will be submitted to final and binding arbitration before an arbitrator within the County of Santa Clara.

Severability
In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect.

Amendments
This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. No agency, partnership, joint venture, or employement is created as a result of this Agreement, and Customer does not have any authority or any kind to bind LongJump in any respect whatsoever.

Waiver
The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.

Statute of Limitations
Any claim, demand or cause of action relating to this Agreement will be deemed barred and forever waived if legal action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years after the aggrieved party first acquires actual notice of such claim, demand or cause of action.

Pricing
LongJump reserves the right to modify our pricing and we will notify you by email when this occurs.

AUTHORIZATION OF THIS AGREEMENT
Each party represents to the other that it: has the legal power and authority to enter into this Agreement; and has not previously entered into any agreement or understanding which conflicts with any rights or obligations set forth in this Agreement. Relationals will have the right to assign this Agreement to an affiliate of Relationals at any time without notice. These terms and conditions are the entire agreement between you and Relationals regarding the use of LongJump. No other communication, whether written or oral, will be deemed to supplement or supersede these terms and conditions unless made in writing and signed by both you and Relationals.