End-User License Agreement ("Agreement")

Last updated September 25, 2020

Please read this End-User License Agreement (collectively, with the Billing Policy located at www.dynimize.com/legal/dyni-billing-policy, the Licensing System Terms of Use located at www.dynimize.com/legal/dyni-terms-of-use, and the Licensing System Privacy Policy located at www.dynimize.com/legal/dyni-privacy-policy, the "Agreement") carefully before downloading, installing, or using the software program Dynimize (the "Application").

By installing, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.

This Agreement is a legal agreement between you (either an individual or a single entity) and Dynimize, Inc. and it governs your use of the Application made available to you by Dynimize, Inc.

If you do not agree to the terms of this Agreement, do not download, install, or use the Application.

The Application is licensed, not sold, to you by Dynimize, Inc. for use strictly in accordance with the terms of this Agreement.

The Application includes, but is not limited to:

• Object code or executable code that can be invoked by the user


• Object code or executable code which form helper library routines that are loaded or mapped into other programs that the Application attempts to optimize

License

Dynimize, Inc. grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement.


Restrictions

You agree not to, and you will not permit others to:

• license, sell, rent, lease, assign, or distribute the Application available to any third party.


• modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.


• remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Dynimize, Inc. or its affiliates, partners, suppliers or the licensors of the Application.

Intellectual Property

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Dynimize, Inc.


Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to Dynimize, Inc. with respect to the Application shall remain the sole and exclusive property of Dynimize, Inc.

Dynimize, Inc. shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.


Modifications to the Application

Dynimize, Inc. reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.


Updates to the Application

Dynimize, Inc. may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Application. You agree that Dynimize, Inc. has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.


Customer Reference

You agree that Dynimize, Inc. may identify you as a Dynimize customer and use your logo in sales presentations, marketing materials and press releases. Dynimize agrees to refrain from this activity at your request.


Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products or services) or provide links to third-party websites or services ("Third-Party Services").

You acknowledge and agree that Dynimize, Inc. shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Dynimize, Inc. does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.


Billing Policy

You will pay Dynimize, Inc. for any use of the Application in accordance with our Billing Policy, which is available at www.dynimize.com/legal/dyni-billing-policy. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Billing Policy. The Application may contain mechanisms that disable components of the Application in order to enforce the Billing Policy. Such mechanisms may include the use of software license keys, and you will not attempt to circumvent such mechanisms.


Licensing System Terms of Use

To help enforce the Billing Policy, the Application may communicate with the Dynimize Licensing System ("Licensing Service") which is hosted by Dynimize, Inc. Use of this Licensing Service is governed by the Licensing System Terms of Use, which is available at www.dynimize.com/legal/dyni-terms-of-use. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Licensing System Terms of Use.


Licensing System Privacy Policy

When a Licensing Service request is issued by the Application, Dynimize, Inc. may receive information that amongst other things can be used to identify your Dynimize account, the Licensing Service request made, and possibly your computer, in accordance with our Licensing System Privacy Policy, which is available at www.dynimize.com/legal/dyni-privacy-policy. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Licensing System Privacy Policy.


Term and Termination

This Agreement shall remain in effect until terminated by you or Dynimize, Inc.

Dynimize, Inc. may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Dynimize, Inc., in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your computers.

Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your computers.

Termination of this Agreement will not limit any of Dynimize, Inc.'s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.


Indemnification

You agree to indemnify and hold Dynimize, Inc. and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.


No Warranties

The Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Dynimize, Inc., on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Dynimize, Inc. provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Dynimize, Inc. nor any Dynimize, Inc.'s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of Dynimize, Inc. are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.


Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of Dynimize, Inc. and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for use of the Application.

To the maximum extent permitted by applicable law, in no event shall Dynimize, Inc. or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if Dynimize, Inc. or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.


Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.


Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.


Amendments to this Agreement

Dynimize, Inc. reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.


Governing Law

The laws of Ontario, Canada, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.


Contact Information

If you have any questions about this Agreement, please contact us. You can email us at info@dynimize.com.


Entire Agreement

The Agreement, including all related agreements and policies incorporated by reference herein, constitutes the entire agreement between you and Dynimize, Inc. regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Dynimize, Inc.

You may be subject to additional terms and conditions that apply when you use or purchase other Dynimize, Inc.'s products or services, which Dynimize, Inc. will provide to you at the time of such use or purchase.