DAPTIV, INC.

DAPTIV COMMUNITY END-USER LICENSE AGREEMENT

PLEASE READ THIS CAREFULLY. THIS COMMUNITY END-USER LICENSE AGREEMENT (“ EULA ”) IS A LEGAL AGREEMENT BETWEEN THE END USER (“ YOU ”) AND DAPTIV, INC (“ DAPTIV ”). BY SELECTING “I ACCEPT” OR OTHERWISE USING THE DAPTIV COMMUNITY, PRODUCTS, TECHNOLOGIES AND/OR SERVICES (COLLECTIVELY, THE “ SITE ”), YOU AGREE TO AND ACCEPT ALL OF THE FOLLOWING TERMS AND CONDITIONS.

YOUR EMPLOYER OR OTHER THIRD PARTY (A “ SUBSCRIBER ”) HAS AUTHORIZED YOU TO USE THE SITE . IF YOU DO NOT HAVE ANY SUCH AUTHORIZATION, YOU SHALL NOT HAVE ANY RIGHTS GRANTED UNDER THIS EULA, EVEN IF YOU HAVE ACCEPTED AND OTHERWISE AGREED TO THESE TERMS. ANY UNAUTHORIZED USE OF THE SITE IS STRICTLY PROHIBITED BY DAPTIV. THE UNIQUE INDIVIDUAL PASSWORD PROVIDED BY SUBSCRIBER TO YOU TO ACCESS THE SITE IS PERSONAL TO YOU. YOU MAY NOT, UNDER ANY CIRCUMSTANCES, PERMIT THIRD PARTIES TO IMPERSONATE YOU OR OTHERWISE USE YOUR PASSWORD TO GAIN ACCESS TO THE SITE. ALL RIGHTS GRANTED HEREIN ARE PROVIDED TO YOU INDIVIDUALLY AND MULTIPLE INDIVIDUALS ARE NOT PERMITTED TO SHARE A SINGLE POINT OF ACCESS TO THE SITE.

1. LIMITED LICENSE. You have been provided with a password and otherwise authorized to access the Site by a Subscriber. Subject to a valid License Agreement between Subscriber and Daptiv, Daptiv hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use and access the Site solely to communicate and collaborate with other Site users. All rights not expressly granted to you are reserved by Daptiv. This license is subject to the limitations and restrictions set forth herein and to the Daptiv Privacy Policy.
2. USER CONDUCT. You may not, with respect to the Site : (a) rent, lease, offer to sell, or sublicense your rights to any third party; (b) modify, alter, translate, copy, reproduce, create derivative works from, reverse-engineer, seek to discover the source code, disassemble or decompile any component of the Site ; (c) circumvent or disable any technological features or security measures; (d) engage in spamming, mail-bombing, spoofing, phishing or any other fraudulent, illegal or other use not expressly authorized by this EULA; (e) introduce into or transmit any software virus, worm, trap door, back door, “spyware”, “malware,” or other executable software; (f) engage in or allow any activity that does not involve the internal business operations of Subscriber; (g) harvest or collect email addresses or other contact information of other users from the Site by electronic or other means; (h) send unsolicited emails or other unsolicited communications; (i) use automated scripts to collect information from or otherwise interact with the Site ; (j) upload, post, transmit, share, store or otherwise make available any Content (as defined below) that Daptiv, in its sole discretion, deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; (k) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity; (l) upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party; (m) intimidate or harass another user; (n) upload, post, transmit, share, store or otherwise make available Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; (o) use or attempt to use another user's account, service or system without authorization from Daptiv, or create a false identity on the Site ; or (p) upload, post, transmit, share, store or otherwise make available Content that, in the sole judgment of Daptiv, is objectionable. Engaging in any of the aforementioned activities may, in Daptiv's sole discretion, result in immediate termination or suspension of your access to the Site without notice of any kind.
3. USER CONTENT. You are responsible for all information, materials, images, messages, notes, text, blogs, and other content uploaded, published or displayed on the Site or transmitted and shared to other users (hereinafter “ Content ”). You may not upload, post, transmit or otherwise share Content if you do not have sufficient rights in and to such Content. Daptiv is under no obligation to monitor, supervise or oversee the nature, quality, or accuracy of any Content stored on the Site and shall assume no responsibility for any such Content. Daptiv may, at its sole discretion, review the Content at any time and delete or remove (without notice) any content that Daptiv reasonably believes is offensive or illegal, violates this EULA or the rights of any third party, or otherwise might reasonable be considered to harm or threaten the safety of others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Content you post or store on the Site. When you post Content to the Site , you authorize and direct Daptiv to make copies as it deems necessary to facilitate posting and storage of the Content on the Site . By posting Content to the Site, you automatically grant (and you represent and warrant that you have the right to grant) Daptiv an irrevocable, non-exclusive, sublicensable, transferable, royalty-free, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Content. You may remove your Content from the Site at any time. In such case, the license granted above will automatically expire; however, you acknowledge that Daptiv may retain archived copies of your Content for a period not to exceed three (3) years from the date of expiration.
4. PROPRIETARY NOTICES. You may not alter or remove any copyright notice or other proprietary rights notices that may be included with or displayed as part of the Site .
5. USER DISPUTES. You are solely responsible for your interactions with other Site users. Daptiv reserves the right, but has no obligation, to monitor disputes between you and other users. All complaints regarding users must be directed to feedback@daptiv.com.
6. TERMINATION; SUSPENION . Daptiv may terminate or suspend your access to the Site , delete your profile and any Content or information t hat you have posted on the Site and/ or prohibit you from using or accessing the Site for any reason, or no reason, at any time in its sole discretion, with or without notice including, without limitation, if Daptiv believes you are in violation of this EULA.
7. COMPLIANCE WITH LAWS. You will at all times comply with all applicable laws, statutes, ordinances, and regulations applicable to your use of the Site , and refrain from any unethical conduct, including conduct that misrepresents your relationship with Daptiv or a Subscriber or that would be deemed to damage the reputation of Daptiv and the Site .
8. INDEMNIFICATION . You shall indemnify and hold Daptiv, its suppliers and licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any Content, your conduct in connection with the Site or with another user on the Site , or a claim which, if true, would constitute a breach of this EULA by you.
9. NO WARRANTIES; PROTECTION AGAINST UNAUTHORIZED USE. You may not make or publish any representations, warranties, or guarantees on behalf of Daptiv or a Subscriber concerning the Site . You acknowledge that the Site contains valuable intellectual property and proprietary rights of Daptiv and, accordingly, agree to protect the Site from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) than you would protect your own proprietary information of a similar nature.
10. DISCLAIMER. YOUR ACCESS TO THE SITE IS PROVIDED BY DAPTIV STRICTLY ON AN “ AS IS ” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ERROR-FREE PERFORMANCE, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY RESULTS OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY EPROJECT, ITS SUPPLIERS AND ITS LICENSORS.
11. DISCLAIMER OF DAMAGES. YOUR EXCLUSIVE REMEDY AND DAPTIV'S, ITS SUPPLIERS' AND LICENSORS' TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTIAL TO THIS EULA, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY COMPANY, UP TO THE GREATER OF FIVE U.S. DOLLARS (US $5.00) OR ONE HUNDRED PERCENT (100%) OF AMOUNTS PAID BY USER AND RECEIVED BY DAPTIV HEREUNDER. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS EULA WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. YOU HEREBY RELEASE DAPTIV, ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT DAPTIV'S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS EULA.
12. GENERAL. To the maximum extent permitted by applicable law, you agree that any controversy, dispute or claim arising out of or relating to this EULA or breach thereof shall be resolved by binding arbitration, and that any arbitration conducted hereunder shall take place in Seattle , Washington . Judgment on any arbitration award shall be final and may be entered in any court having jurisdiction. The arbitrator's fee and other expenses of the arbitration process shall be shared equally. The parties shall bear their own respective costs and attorneys' fees. Washington law, to the extent permitted, shall govern all substantive aspects of the dispute. Notwithstanding the foregoing, nothing in this section shall prohibit Daptiv from seeking injunctive relief before an appropriate court to the extent necessary to protect its rights pending resolution of the dispute in accordance with the foregoing provisions. No joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this EULA or use of the site. The failure of Daptiv to enforce any right or provision in this EULA shall not constitute a waiver of such right or provision, or of any other right of provision herein. All disclaimers, limitations and restrictions of warranty shall survive termination of this EULA, as well as the provisions of this "General" section shall survive termination of this EULA. If any part of this EULA is found to be illegal, unenforceable, or invalid, then that part shall be removed without affecting the rest of the EULA. The remaining provisions of the EULA will continue to be valid and enforceable. This EULA, together with the aforementioned Privacy Policy, comprise the entire agreement between you and Daptiv regarding the use of the Site and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
13. ENTIRE AGREEMENT. This EULA is the final and complete agreement between you and Daptiv. This EULA may be changed only by a written agreement signed by an authorized agent of the Subscriber. Daptiv shall not be bound by, and specifically objects to, any additional terms, conditions or other provisions that are not expressly accepted by Daptiv in writing, regardless of whether or not it would materially alter these terms.

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