AggFlow User License Aggrement

END USER LICENSE AGREEMENT

1. Parties

THIS non-exclusive License Agreement is between BedRock Software, LLC. (“Bedrock”), a North Carolina corporation with its principal place of business at 1725 Zoar Road, Fort Mill, SC 29708 and the Licensee (“Licensee”) whose agreement to the terms herein is shown by a User, on behalf of the Licensee, clicking the “Accept” button provided below after reviewing this agreement.

2. Definitions. As used in this Agreement:
2.1 ''Licensed Programs'' means: (i) any and all computer programs that have been downloaded or otherwise obtained by any means from BedRock, such software consisting of a series of instructions or statements in machine-readable object code form; (ii) any BedRock software made available for use to Licensee via the World Wide Web (iii) any revisions or updates provided by BedRock to the Licensee, pursuant to the terms of this Agreement; and (iv) any Program Documentation as defined herein.
2.2 “License Term” means the period for which BedRock authorizes the nonexclusive right to use Licensed Programs.
2.3 “Key” means any software (including proprietary passwords) and/or hardware that enables the legitimate operation of a copy of the Licensed Program.
2.4 “Site License” means use of the Licensed Programs according to all terms of this License Agreement with the additional agreement that the Licensed Programs shall be utilized in assessing production at only one of Licensee’s specified manufacturing locations. 2.5 ''Documentation'' shall mean any materials related to the Licensed Programs and provided by BedRock for use in connection with the Licensed Programs.
2.6 ''Use'' means copying all or any portion of the Licensed Programs from storage units or media into the Licensee’s equipment and/or transmitting the Licensed Programs to the Licensee’s equipment for the purpose of processing the instructions or statements contained in the Licensed Programs.
2.7 ''Agreement'' shall mean this document, together with any future written and executed amendments as agreed by the parties.
2.8 “Registered User” is an individual with properly documented permission from BedRock to access and use the Licensed Program on behalf of the Licensee.

3. License Restrictions.
3.1 One Year License Term. The License to use BedRock’s programs, as granted pursuant to this agreement, is valid for one year from (i) the date of initial delivery of the Key or (ii) the date on which BedRock reactivates an existing key pursuant to a renewal request or request for an upgraded version of the Licensed Program. Upon expiration of the License Term, the Licensee will have the option to renew the one-year license upon terms then in effect and at BedRock’s sole discretion.
3.2 Downloaded Software Includes Single Key - Single User Restriction. This License allows the Licensee to designate one Registered User to have possession of a single Key for the purpose of enabling and using a downloaded copy of the Licensed Program. Licensee may use the Key to enable the Licensed Program upon any single CPU owned and operated by the original Licensee, provided, however, that the License is valid for use only at the regular work place of the Registered User. This license does not extend to parent companies, subsidiaries, or any other affiliated entities who gain access to the Licensed Program and Key.
3.3 Web-Based Software. For Licensees of the web-based version of the Licensed Program, the Licensee is authorized to permit access and use by more than one individual each using a unique password. All web-based versions of BedRock’s software are Site Licenses and are limited to modeling only one manufacturing location or plant operation.
3.4 Site License Restriction.
In addition to Paragraph 3.3 above, BedRock reserves the right to designate any license granted pursuant to this License Agreement as a “Site License” according to Paragraph 2.4 above. Use of the Licensed Program at any other site shall, in BedRock’s sole discretion, be deemed a violation of this License Agreement and may result in immediate termination of the same.

4. Use Restrictions
4.1 No Reverse Engineering. Licensee shall not have the right under this Agreement: (i) to reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Licensed Programs, or their structural framework; or (ii) to use the Licensed Programs in whole or in part for any purpose except as expressly provided under this Agreement.
4.2 Third Party Use Restrictions. The Licensee’s use or disclosure of the Licensed Programs is restricted solely to the Licensee’s Registered User.
4.3 Modifications Prohibited. The Licensee shall not modify, enhance, or otherwise change the Licensed Programs without BedRock’s prior written consent. The Licensee agrees that a modification or enhancement to the Licensed Programs, whether developed by the Licensee with or without advice or support by BedRock or by BedRock for the Licensee, whether or not reimbursed by the Licensee and whether or not developed in conjunction with the Licensee's employees, agents, or contractors, shall be BedRock’s exclusive property. The Licensee further agrees that modified or enhanced versions of the Licensed Programs do not constitute a program different from the Licensed Programs and, as such, fall under the other terms and conditions of this Agreement, with the exception that BedRock has no obligation to support any version of the software that includes unauthorized modifications.
4.4 Assignment Prohibited. Licensee's rights under this Agreement to the Licensed Programs shall not be assigned or licensed by Licensee without BedRock’s prior written approval.
5. Security of Licensed Programs.
5.1. Duty to Protect. The Licensee shall take all reasonable steps to safeguard the Licensed Programs so as to ensure that no unauthorized person shall have access to them, and that no persons authorized to have access shall make any unauthorized copy or allow unauthorized use of the Key. The Licensee shall promptly report to BedRock any unauthorized disclosure or unauthorized use of any Licensed Programs of which it becomes aware and shall take such further steps as may reasonably be requested by BedRock to prevent unauthorized use thereof.
5.2 Duty to Register. The Licensee agrees that the individual with permission to use the Licensed Program pursuant to this Agreement will complete the registration process by providing BedRock with certain identifying information as requested. Any use of the Licensed Program by any person other than a Registered User is unauthorized and may, in BedRock’s sole discretion, result in termination of this Agreement.

6. Payment
6.1 License Fee and Other Charges. For the rights and privileges granted herein, the Licensee shall pay to BedRock a non-refundable fee for the right to use the Licensed Program and the Key for one year. The amount of this fee shall be subject to change upon license renewal at the sole option of BedRock.
6.2 License Renewals. This License is renewable for additional one year periods at BedRock’s option. BedRock reserves sole discretion in the decision to renew any license for software subject to this agreement.
7. Renewals
LICENSEE ACKNOWLEDGES:
(i) THAT, UNLESS RENEWED ACCORDING TO TERMS ACCEPTABLE TO BEDROCK, THE LICENSED PROGRAM SUBJECT TO THIS AGREEMENT WILL AUTOMATICALLY BECOME INOPERABLE UPON EXPIRATION OF THIS LICENSE AGREEMENT; AND
(ii) THAT BEDROCK MAINTAINS FULL AUTHORITY TO REVOKE USE OF THE SOFTWARE KEY BY MODIFYING SAID KEY OR SAID LICENSED PROGRAM FROM A REMOTE LOCATION.

8. Delivery and Installation
8.1 Delivery. Upon approving a Licensee, BedRock will deliver the Key to the Licensee for use with the Licensed Program. BedRock agrees to make the Licensed Programs available by download from a computerized network that is accessible by the Licensee.
8.2 Acceptance. The licensed software is deemed accepted by Licensee by clicking the “Accept” button below. After such acceptance, Licensee will be responsible to pay all fees due to BedRock for this License.

9. Maintenance. In no event shall BedRock be under any obligation to revise or update the Licensed Programs or to maintain or support them beyond that which BedRock determines, in its sole discretion, to be appropriate.

10. Ownership
10.1 Licensed Programs and Key. Subject to the rights granted to the Licensee pursuant to this Agreement, all right, title, and interest in and to the Licensed Programs and associated Key, and all related materials, are and shall at all times remain the sole and exclusive property of BedRock. BedRock may use, sell, assign, transfer, and license copies of and rights relating to the Licensed Programs to third parties free from any claim of the Licensee.
10.2 Third Party Programs. For all purposes under this Agreement, BedRock shall be considered the owner of the Licensed Programs, and of all copyright, trade secret, patent, and other intellectual or industrial property rights therein. All physical copies of the Licensed Programs (in CPU memory, on diskette, tape, or other form provided by Bedrock) and Program Documentation shall remain the property of BedRock, and such copies shall be deemed to be on loan to Licensee during the term of the license granted pursuant to this Agreement.

11. Licensor Warranties
11.1 Right to Grant License. BedRock warrants that it has the right to grant a license to the Licensed Programs to Licensee.

12. Licensor Disclaimers
12.1 Disclaimer of Licensee's Needs. BedRock does not warrant that the Licensed Programs will meet the needs of Licensee.
12.2 Repair and Replace. BedRock shall have no obligation to make repairs to the Licensed Programs or to any Licensee equipment on which or for which the Licensed Programs are used. BedRock futher has no obligation to replace a Key for any reason other than malfunction attributable to BedRock. The decision to replace a Key lies solely with BedRock after due evaluation. Bedrock shall not be liable or responsible for repairs and replacements to the extent such repair or replacement shall result, in whole or in part, from catastrophe, fault, or negligence of the Licensee, or from improper or unauthorized use of the Licensed Programs, or use of the Licensed Programs in a manner for which they were not designed, or by causes external to the Licensed Programs such as, but not limited to, power failure or electric power surges.
12.3 Disclaimer of Implied Warranties. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Damages
13.1 Direct Damages. BEDROCK’S LIABILITY FOR DAMAGES FOR ANY CAUSE OF ACTION WHATSOEVER, INCLUDING LIABILITY FOR ANY CLAIM OF INFRINGEMENT OF PROPRIETARY RIGHTS, SHALL NOT EXCEED THE LICENSE FEE PAID BY LICENSEE FOR THE LICENSED SOFTWARE.
13.2 No Consequential Damages. IN NO EVENT SHALL BEDROCK BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER.

14. Nontransferability
Neither this Agreement nor any rights or licenses granted hereunder may be assigned or delegated without BedRock’s written consent. Licensee shall be entitled to assign this Agreement to an entity that purchases substantially all of its assets or purchases a majority interest in the voting stock or otherwise assumes the business of Licensee. The Agreement shall inure to the benefit of and be binding upon any permitted successor or assign of the parties.

15. Default and Termination
15.1 General Breach. The parties may terminate this Agreement upon any breach of or default under this Agreement by either party. Either party may give notice of such breach or default and, unless the same shall be cured within thirty (30) days after delivery of such notice, then, without limitation of any other remedy available hereunder, such party may terminate this Agreement forthwith by delivery of a notice of termination at any time thereafter before such breach or default has been cured.
15.2 Nonpayment. Licensee's failure to pay the license fee, any maintenance fee, taxes, duties, or other amounts due within ten (10) days after written notice by BedRock shall be a material breach of this Agreement, and, at BedRock’s option, this Agreement and all licenses hereunder shall terminate upon the date thereafter specified in a written notice from BedRock to Licensee.
15.3 Return of Licensed Programs. Upon expiration or earlier termination of this Agreement, the Licensee shall, at BedRock’s election, either (i) return to BedRock all existing copies of such Licensed Programs and its related materials or (ii) furnish to BedRock evidence satisfactory to BedRock that the original and all copies of the Licensed Programs in whole or in part, in any form, including partial copies and modifications, and any related materials received from BedRock or made in connection with such license, have been destroyed.
15.4 Audit. In furtherance of any and all of BedRock’s rights under this Agreement, BedRock may, at its expense and with prior notice to Licensee, but during Licensee's regular business hours, enter upon Licensee's premises to audit the number of copies made under this License and the Licensee's compliance with the other provisions of this Agreement.

16. Miscellaneous
16.1 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Washington in the United States of America. By accepting this Agreement, Licensee agrees to jurisdiction in appropriate courts in the state of Washington and to the application of all international treaties necessary for appropriate resolution of any conflict.
16.2 Captions. Captions contained in this Agreement are for reference purposes only and are not part of this Agreement.
16.3 Severability. If any provision of this Agreement shall be held to be invalid, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
16.4 Entire Agreement. All prior proposals, understandings, and other agreements, whether oral or written, between the parties that relate to this subject matter are hereby superseded and merged into this Agreement. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both parties.
16.5 Marketing. BedRock and the Licensee mutually agree that either party may use the other party’s name and/or logo in advertising use of the Licensed Programs.
16.6 Execution. By pressing the “Accept” button below, the Licensee acknowledges that the Licensee has read and understood all terms herein and agrees that the parties are to be bound by the same.