Terms and Conditions of Website Use

iLease Management LLC
End User License Agreement for iLeasePro

IMPORTANT — READ CAREFULLY BEFORE USING THIS SOFTWARE. This license agreement (“License Agreement” or “License”) is a legal agreement between you (either an individual or an entity, identified as “Customer”, “You” or “Your”) and iLease Management LLC (dba iLeasePro, identified as “iLease”, “We”, “Us” or “Our”) and its suppliers and licensors governing your use of iLeasePro software and any successor or replacement products. The Software may include Beta, trial, pre-release, free, and pay versions of the Software. BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY UTILIZING THE SERVICES (DEFINED BELOW) YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT SIGNIFY YOUR AGREEMENT AND DO NOT USE THE SOFTWARE. SOME WORDS IN THESE TERMS AND CONDITIONS ARE CAPITALIZED WHEN GRAMMATICAL RULES WOULD NOT REQUIRE. THESE WORDS HAVE, IN THEIR SINGULAR AND PLURAL FORMS, THE MEANINGS GIVEN TO THEM IN THE SECTION IN WHICH THEY FIRST APPEAR. THE CONTROLLING VERSION OF THESE TERMS AND CONDITIONS IS THIS ENGLISH LANGUAGE VERSION REGARDLESS OF ANY TRANSLATION.

1. OUR BUSINESS We own and license proprietary information technology solutions for property and equipment lease analysis, management and accounting (the “Software”). We grant Our clients access license to the screens and other user-interface elements of the Software via the Software-as-a-Service subscription licensing model. The License may be limited by a permitted number of locations, user seats, servers, leases managed, transaction volumes or other agreed means (the “Plan”) by which Your usage will be measured and restricted and, potentially, Your License fees determined, and if so limited, the Plan selected will list such limitations (the “License Metrics”). We or one of our implementation partners may also perform certain services related to the implementation and management of Our Software (“Services”). Such Services, if applicable, will be outlined at the end of this Agreement. Throughout these Terms and Conditions, We refer to the Software and Services collectively, as the “iLease Offerings”.

2. GRANT OF LICENSE iLease hereby grants to You a non-exclusive license to use the Software and any related documentation subject to the Terms and Conditions of this Agreement. We provide these Terms and Conditions to prospective clients who desire to purchase a Plan related to Our iLease Offering(s). No purchase is binding until accepted by You by clicking the “Accept” button on our website or manually signing this Agreement. You do not need a separate or new set of these Terms and Conditions to make additional purchases of iLease Offerings in the future.

These Terms and Conditions will remain in effect for any additional orders You may place at any time until they are superseded with an updated version, expire or are otherwise terminated. These Terms and Conditions and each order entered into under them form a separate contractual arrangement between You and iLease each of which is referred to as an “Agreement”.

As between You and iLease, all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets) and moral rights (including rights of authorship and modification) throughout the world in and to the iLease Offerings and all of their derivative works and improvements, are owned or licensed by, and are proprietary to, Us. As stated above, the Software is provided under a license without any transfer of ownership. The License also will be governed by additional scope restrictions and conditions.

3. THIRD PARTY DATA The iLease Offerings may require use of software code, data, or other content owned by and licensed from third parties (the “Third Party Data”). In certain cases, You may be required to obtain and pay for the requisite rights to such Third Party Data. If that is the case, We will specifically identify such Third Party Data. In all other cases when We include Third Party Data as part of Our iLease Offerings, We provide it to You on either a sublicense or pass-through basis subject to the separate terms and conditions of its owners and licensors. We do not have the authority to modify those terms and conditions. We do, however, hereby agree that We have the authority to grant You the rights granted under each License, even to the extent We provide Third Party Data.

4. SUPPORT SERVICES Initial Import Process Support. If the Import Service is selected, iLease will provide ongoing technical support to You throughout the data import process. If applicable, the iLease Import Instructions which outline this import process have been delivered to You. Ongoing Subscription Support. iLease provides an internet-based support system where Software issues are to be submitted and managed. This support system is generally available seven days a week, twenty-four hours a day. iLease will work in a timely manner to resolve all Software related issue requests through this system.

5. FEES, TAXES, EXPENSES AND PAYMENTS The fee amounts for each iLease Offering purchased (the “Fees”) together with the schedule of payments and any additional payment information will be specified in the most current pricing sheet that can be requested from the Company at any time.

Payment will be made by the Customer to iLease by check or alternatively wire transfer to the iLease bank account (routing and account number to be provided). Payments will begin 30 days after the contract is executed.

Unless otherwise stated on the Order, all Fees will be payable within 30 business days of receipt of invoice. Fees do not include applicable sales, use, value-added or excise taxes or government charges all of which are payable by You (excluding taxes on Our income), nor do they include expenses We may incur for Your direct benefit, which will be incurred in accordance with Your policies, if so requested, provided that the relevant policies are provided to Us in writing in advance. If We do not receive timely payment, We may charge the maximum monthly interest allowed by law up to one percent, suspend Our performance and also seek cost of collection, including reasonable attorneys’ fees. If You dispute invoiced amounts, You must submit disputes to Us in writing on or before the date the invoice becomes due, otherwise it will be final and non-refundable.

6. TERM AND TERMINATION Either party may terminate this agreement for any reason on 30 business days’ notice to the other party.

Upon termination, We agree to provide you with a final report, inclusive of all data that is held in the Software, in either Microsoft ExcelTM or CSV format.

Notwithstanding anything to the contrary contained herein, We agree that the data entered into the Software is owned by You and We may not utilize it for any purposes without express, written permission from You. We may disclose any information we have about You, including Your identity, if We determine that such disclosure is necessary in connection with any investigation or complaint regarding Your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Our rights or property, or the rights or property of visitors to or users of the Site, including Our customers. We reserve the right at all times to disclose any information that We deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose Your information when We determine that applicable law requires or permits such disclosure, including exchanging information with other companies or organizations for fraud protection purposes.

You acknowledge and agree that We may preserve any transmittal or communication by You with Us through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or in the event We determine that such preservation or disclosure is reasonably necessary to (1) comply with legal process; (2) enforce these Terms and Conditions; (3) respond to claims that any such data violates the rights of others; or (4) protect Our rights, property or personal safety , Our employees, users of or visitors to the Site, and the public.

You agree that We, in Our sole discretion and without prior notice, may terminate Your access to the Site, for any reason, including but not limited to (1) requests for termination by law enforcement or other government agencies; (2) a request for termination by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site; (4) nonpayment of Fees; or (5) unexpected technical issues or problems.

If We take legal action against You as a result of Your violation of these Terms and Conditions and we are determined by court of competent jurisdiction to be the prevailing party in such action, We will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Us. You agree that We will not be liable to You or to any third party for termination of Your access to the Site. Our Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by reference. Additionally, by using the Site, You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information You send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

7. CONFIDENTIALITY All confidential, non-public information received between iLease and Customer including the contents of these Terms and Conditions shall be held in strictest confidence and shall not be used or disclosed to any party except those employees and individual independent contractors of iLease or Customer, who are bound to substantially similar obligations of confidentiality and have a need to know in order to allow iLease or Customer to exercise License rights of iLease or Customer. If You and iLease have previously (or contemporaneously) entered into a non-disclosure or other confidentiality agreement, the more restrictive terms shall govern both Your and Our conduct under these Terms and Conditions.

8. INDEMNITY We will indemnify You and hold You harmless from amounts You owe to third parties as the result of either a ruling by a court of competent jurisdiction or a reasonable settlement entered into and approved by Us that holds that the unmodified form of iLease Offerings provided to You under an Order infringes or violates copyright rights, trade secret rights or trademark rights. If the iLease Offerings are found to be infringing, or if at any time We reasonably believe that the iLease Offerings may be subject to a claim of infringement, then We may choose to: (a) modify the applicable portions of the iLease Offerings to be non-infringing; (b) obtain a license for You to continue using the infringing portions of the iLease Offerings; or (c) if neither of the foregoing is commercially practicable, terminate the applicable Agreement including any License and refund any pre-paid fees You paid for the iLease Offerings. Our indemnity obligations shall not apply to: (i) Your use of the iLease Offerings outside the scope of the License and/or their documentation or other iLease specifications provided to You; (ii) infringement arising from use of Third Party Data or Your data; (iii) any known infringement not reported by You in accordance with these Terms and Conditions (to the extent We are actually prejudiced by Your delay or failure to report); and (iv) any modifications to the iLease Offerings made by any party other than Us or Our subcontractors, or by You acting at Our express direction. This Article sets forth Your only remedy and Our only liability with respect to infringement or other violations of intellectual property rights. You will indemnify, defend and hold us harmless from all claims, causes of actions and all damages, costs and expenses (including reasonable legal costs) arising from Your breach of these Terms and Conditions.

9. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW (a) WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND NON- INFRINGEMENT); AND (b) WE DO NOT WARRANT THAT THE ILEASE OFFERINGS MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ARE ERROR FREE. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA AND EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS AND CONDITIONS WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUIVALENT TO THE FEES ACTUALLY RECEIVED BY US DURING THE THREE MONTHS IMMEDIATELY PRECEDING ASSERTION OF THE CLAIM. You must bring all claims and causes of action within the respective statute of limitations as prescribed by governing law. The limitations and exclusions in this Article apply to all claims or causes of action under whatever theory brought and regardless of whether We were advised of the possibility of the claim.

10. REGULATORY COMPLIANCE Each party is responsible for its own compliance with local, state, provincial and federal laws and regulations and international standards, conventions and treaties known or which should be reasonably known to apply to such party’s performance under an Agreement.

11. ASSIGNMENT You may not assign or transfer these Terms and Conditions, any License and/or any Order or Agreement unless You make a request in writing in advance and We reply in writing consenting to Your request. We may require You and the party to whom You assigned or transferred to agree to additional terms or pay additional fees. We do not give blanket consents, so You will follow these procedures for each additional or subsequent transfer or assignment You or Your permitted assignees/transferees wish to make. Any change in control of Customer or Your parent entity will be considered a transfer requiring Our written consent to the same extent as other attempted assignments or transfers. As used here, the term “control” has the meaning given to it under the United States Securities Exchange Act of 1934.

12. MISCELLANEOUS Headings and captions are used for convenience of reference only. The laws of the Commonwealth of Massachusetts will govern these Terms and Conditions without regard to the principles of conflicts of laws. All disputes shall be brought in the appropriate state or federal court located in the Commonwealth of Massachusetts and such courts will have exclusive substantive and procedural jurisdiction. The prevailing party in any dispute is entitled to the recovery of reasonable legal fees and expenses. All notices must be sent by certified mail or reputable overnight courier to the address specified for each party and deemed given three business days after sending. Failures in performance beyond a party’s reasonable control are excused.

Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches. Nothing in an Agreement is intended to create an agency, partnership, joint venture or franchise between the parties and except as may be expressly stated in an Order, neither party has the authority to act in the name or on behalf of or otherwise to bind the other. In performing its obligations under each Agreement, each party is acting as an independent contractor of the other and is solely responsible for the supervision, daily direction and control of its own employees and for the payment of their salaries and benefits and related compensation (including, employer-source deductions). We may issue a press release or make other public announcements concerning these Terms and Conditions with your prior written consent not to be unreasonably held. References to days are references to calendar days unless otherwise specified. The word “including” is exemplary meaning “including, without limitation” or “including, but not limited to”. To the extent required by the licensors of Third Party Data, such licensors are the express, intended third party beneficiaries of each Agreement.

We reserve the right to change, modify add and or remove portions of these Terms and Conditions with a 30 day written notice to You. As long as You comply with these Terms of Use, We grant you a personal, nonexclusive, nontransferable, limited privilege to enter and use the Site. In the case of any violation of these Terms of Use, We reserve the right to seek all remedies available by law and in equity for such violations

13. ENTIRE AGREEMENT AND SURVIVAL These Terms and Conditions are the entire agreement between the parties with respect to the iLease Offerings under them and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter and cannot be modified except by written agreement referencing the Sections or Articles modified. All conflicts will be resolved in favor of these Terms and Conditions. Purchase orders or similar documents issued by You or Your agents are void and of no effect. If Your procurement processes require use of an internal purchase order neither it nor its terms shall supersede, replace or amend these Terms and Conditions. Articles 6, 7 and those portions of Articles 4, 5, 8, 9, 11 and 12 that by their nature should survive, each shall survive termination or expiration of these Terms and Conditions.

Disclaimer: iLease Management LLC may act in project advisory role at times only. iLease Management LLC may provide limited guidance and education on the new standard (upon request) in understanding ASC 842’s effective date, transition methods, transition practical expedients and ongoing policy elections, and how they are applied to the initial measurement for leases transitioned to ASC 842. iLease Management LLC is not responsible for validation of completeness or accuracy of Client’s data, neither does the iLease Management LLC take responsibility for any accounting decisions, made by the Client. It is Client’s responsibility to ensure that its financials are accurate and complete, and compliant with prescribed accounting standards. Refer to the iLeasePro ASC 842 Lease Accounting Assumptions and Inputs to fully understand the assumptions, capabilities and restrictions of iLeasePro regarding the ASC 842 compliance standards prior to use.

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