END-USER LICENSE AGREEMENT

End User License Agreement 

This End User License Agreement (“EULA”) forms a binding  agreement between UPG Solutions, LLC (“UPG” or “we”) and  you and your company or organization (“User” or “you”). By  using the Service (as defined below), you agree to be bound by  the terms of this EULA. If you do not agree to the terms of this  EULA, do not log onto or otherwise use the Service. You  represent to us that your use of the service is authorized by a  client of UPG for the purpose of participating in Projects (as  defined below). 

  1. Use of Service, Restrictions 

1.1 Permitted Use. We provide the RFP360 subscription  service (the “Service”) to enable users to create, share, upload  or attach information to, and edit “Requests for Proposal  (RFPs)” and “Proposals” that are stored on the Service  (collectively, “Projects”). “Users” are those individuals that are  authorized by clients of UPG to use the Service solely for the  purpose of participating in Projects. When you receive access  credentials from UPG or a UPG client, you may use the Service  solely to view and submit content to Projects. 

1.2 Prohibited Use. You specifically agree not to: (a)  “frame,” distribute, resell, or permit access to the Service by  any third party; (b) permit multiple end users to access the  Service using shared login credentials (i.e., a shared email  address and password); (c) use the Service other than in  accordance with the instructions or documentation we  provide and in compliance with applicable federal, state, and  local laws; (d) interfere with the Service or disrupt any other  user’s access to the Service; (e) reverse engineer, attempt to  gain unauthorized access to the Service, or attempt to discover  the underlying source code or structure of the Service; (f)  submit to the Service any content or data that is false,  misleading, defamatory, threatening, offensive, or infringing  of intellectual property rights, or that contains mass mailings  or any form of “spam”; (g) submit to the Service any disabling  code, malicious code, virus or other malware; (h) engage in data scraping or data extraction outside of the ordinary  features of the Service; or (i) register for or use our Service to  monitor or test the availability or performance of the Service,  or for other benchmarking or competitive purposes. 

1.3 API’s and Software. We may, from time to time, make  available application programming interfaces (APIs), HTML  scripts, data import tools, or other software code or  executables as part of the Service (the “User Software”). We 

grant you a non-exclusive, non-transferable, revocable license during the Term solely to use the User Software to access and  use the Service in compliance with the terms of this EULA.  Except as expressly permitted herein, you agree not to  distribute or disclose the User Software to any third party. The  User Software is deemed a part of the Service for purposes of  this EULA.  

1.4 Responsibility for Accounts. Each set of login  credentials (i.e., email address and password) for the Service  may be used only by a single, individual User. You are  

responsible for all use of the Service that occurs under your  user account, and you agree to notify us of any unauthorized  access of which you become aware.  

  1. Intellectual Property.  

2.1 Our IP. To provide the Service and access to related  reporting reflecting the results of the Service, we use  proprietary software, know-how and information that embody  methods, algorithms, inventions, information, logos, and other  elements that we use to provide our Service and that are  protected (or qualify for protection) under US patent,  trademark, copyright or trade secret law (the “UPG IP”). UPG 

and its licensors own the UPG IP, and all related intellectual  property rights and all content in the Service other than Your  Content and Community Content.  

2.2 Your Content Submitted to Projects. When you enter  information, files, or images (“Your Content”) into Projects,  you grant us a non-exclusive, royalty free, worldwide license  to use Your Content in order to make the Service available in  accordance with the online documentation we provide for the  Service, including by displaying Your Content to other Users (subject to the sharing privileges selected for the applicable  Project) and making it available for download and modification  by such authorized Users. 

2.3 Community Content. Your Content may include  comments, suggestions, leads, or other content you post in our  online help portal, on public portions of our website and in our  social media forums (“Community Content”). You grant us a  perpetual, irrevocable, royalty free, worldwide license to (a)  display, distribute, reproduce, reformat, make available for  download, modify, and use Community Content, and (b)  sublicense these rights to other users of our website and the Service. In addition, you agree that we may identify you as the  source of Community Content (using the name and contact  information you provide us). 

2.4 Feedback. We are grateful for any input you provide,  but we need to maintain our intellectual property rights in the  Service. Accordingly, you agree that all feedback and  suggestions for enhancement that you provide to us  concerning the Service (“Feedback”) will be owned by us  without any obligation of compensation to you.  

  1. Limited Warranties. UPG MAKES NO EXPRESS OR  IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND,  WHETHER WRITTEN, ORAL OR IMPLIED, REGARDING THE  SERVICE, INCLUDING ANY IMPLIED WARRANTY OF TITLE,  MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A  PARTICULAR PURPOSE, AND WARRANTIES IMPLIED FROM A  COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH UPG 

DISCLAIMS. WE DO NOT WARRANT THAT THE SERVICE WILL BE  ERROR-FREE OR OPERATE WITHOUT INTERRUPTION. 

  1. Term. The term of this EULA will begin on the date of your  first use of the Service to access a Project and will terminate  upon the conclusion of all active Projects in which you  participate. After termination, any future Projects in which you 

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End User License Agreement 

participate will be subject to the version of this EULA in effect  at the time you start participating in a future Project.  

  1. Termination. Either Party may terminate this EULA for  breach of a material obligation in this EULA, if, after providing  written notice to the defaulting Party of such breach, such  defaulting Party fails to cure such breach within 30 days  thereafter; provided, however, such cure period will not apply  with respect to payment breaches. Sections 1.2 and 6 through  9 of this EULA (as well as UPG’s rights with respect to any  amounts owed by Client), will survive the termination or  expiration of this EULA. 
  2. Confidentiality. Each party agrees not to disclose,  duplicate, publish, release, transfer or otherwise make  available to third parties, except Users, the other party’s  Confidential Information without the other party’s prior  written consent. “Confidential Information” means any  financial, technical, or business information that a party  designates as confidential at the time it is disclosed to the  other party, or that a party reasonably should understand to  be confidential based on the nature of the information or the  circumstances surrounding its disclosure. The specific features  of the Service, the documentation we provide to you in  connection with the Service, and the User Software are our  Confidential Information. Your Confidential Information  includes Your Content. Confidential Information does not  include any information that: (i) is or becomes generally known  to the public without breach of a party’s confidentiality  obligation under this EULA; (ii) was independently developed  by a party without breach of a party’s confidentiality obligation  under this EULA; or (iii) is received from a third party who  obtained such Confidential Information without breach of any  obligation owed to the other party. When this EULA terminates, we will use commercially reasonable efforts to  remove Your Content from the Service’s active environment.  
  3. Data Privacy and Data Security. Your use of the  Service is governed by our Privacy Policy  (https://rfp360.com/privacy/). We may update our Privacy  Policy from time to time. Our Privacy Policy describes our  practices regarding the collection, use and disclosure of  personal information that we obtain about you in connection  with the Service. When you enter information into Projects, it  may be viewed, edited, modified, and/or deleted by other  users who have been invited to share such Projects (subject to  the access and use privileges for a Project established by its  creator). We maintain a commercially reasonable data  

security program to protect Your Content and our Service. We  will promptly notify you of any breach of our Service that may  affect Your Content. You are responsible for your systems,  internet access, and the browser or other applications that you  use to access the Service.  

  1. Limitation of Liability. Under no circumstances will UPG be liable for any consequential, indirect, special, punitive,  exemplary or incidental damages of any kind, whether  foreseeable or unforeseeable (including but not limited to,  claims for lost revenue, lost profits, loss of data, loss of  goodwill, loss of use of money or use of services, interruption  in the use or availability of data, stoppage of other work or  impairment of other assets), arising out of the purported  breach or failure of any express or implied warranty, breach of  contract, negligence, strict liability in tort or otherwise. In no  event will UPG’s liability under this EULA exceed the  subscription fees received by UPG from the Client engaging in  the Project for which you have been granted access during the  3 months preceding the applicable claim. 
  2. General. The parties agree that Missouri law, without  reference to rules governing conflict of laws, will apply to this  EULA and any dispute between the parties related thereto.  The parties agree to exclusive jurisdiction and venue in the  federal and state courts of Missouri for any dispute arising  under this EULA. Neither Party will be responsible for any  failure to perform its obligations under this EULA (other than  obligations to pay money) if such failure is caused by events  beyond the reasonable control of either party such as flood,  fire, theft, communications failure, etc. We are an  independent contractor under this EULA. Our failure to  enforce strict performance or compliance with any provision  of this EULA will not constitute a waiver of our rights to  subsequently enforce such provision or other provisions of this  EULA. If a court of competent jurisdiction finds any provision  of this EULA to be illegal or unenforceable, that provision will  be eliminated to the minimum extent necessary so that this  EULA will otherwise remain in full force and effect. This EULA contains the entire understanding of the parties regarding its  subject matter and supersedes all prior agreements between  the parties, both oral and written. This EULA will not be  amended except by mutual written consent of both parties.  You may not assign this EULA by operation of law or otherwise  without our prior written consent. 

Last Updated, May 16, 2019

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