This Agreement describes the terms on which you may access and use the Software provided by Brightleaf Solutions, Inc., its subsidiaries, affiliates, or authorized agents (collectively, “BRIGHTLEAF”). This Agreement describes the terms of your use of the Software and/or website, which may be modified by BRIGHTLEAF at any time without prior notice. You agree to be bound by any such modifications once they are posted on the website.

By using the Software, you (i) represent and warrant that you have the right, authority, and capacity to enter into and to fully abide by all of the terms and conditions of this Agreement, and (ii) agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Software and all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

As part of the registration process, You will be given or will create a password and are responsible for maintaining the confidentiality of your password. You are fully responsible for all activities that occur through the use of your password. You agree to immediately notify BRIGHTLEAF of any unauthorized use of your password or any other breach of security. You agree that BRIGHTLEAF shall not be liable for any loss or damage arising from your failure to comply with the foregoing. If, after investigation, BRIGHTLEAF has reasonable grounds to suspect that any registered user’s information is untrue, inaccurate, not current, or incomplete, BRIGHTLEAF may suspend or terminate that registered user’s account and prohibit any and all current or future use of the Software and/or website by that registered user other than as expressly provided herein.

You are responsible for all activity occurring under your user account(s) and shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. Your use of the Software may also be subject to the terms of a contractual agreement between you and BRIGHTLEAF which, among other things, limits the number of customer-side users of the Software. You are responsible for limiting the number of users of the Software pursuant to such contractual agreement. You are responsible for maintaining an Internet connection to BRIGHTLEAF services.

This Agreement shall remain in full force and effect until your contractual agreement with BRIGHTLEAF is terminated. BRIGHTLEAF, in its sole discretion, may restrict or terminate your use of the Software for any reason, at any time. If BRIGHTLEAF restricts or terminates your use of the Software because you have breached the terms of this Agreement you shall remain obligated under the terms of this Agreement.

BRIGHTLEAF uses the information you provide only to deliver the Software.  We do not share, rent, or lease your personal information with any third-party marketers, and take reasonable security measures to protect your information.  BRIGHTLEAF reserves the right to modify its privacy principles in its reasonable discretion from time to time. BRIGHTLEAF occasionally may need to notify all users of the Software of important announcements regarding the operation of the Software.

BRIGHTLEAF grants you a non-exclusive, non-transferable, worldwide license to use the Software, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by BRIGHTLEAF and its licensors.

You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based upon the Software; (iii) create Internet “links” to the Software and/or website, “frame” or “mirror” any content therein on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Software and/or website in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software. This license may not be shared or used by more than one individual user (except by a direct report of such licensee who has been made aware of and agreed to the terms of this Agreement). By using the Software and/or website, you warrant to BRIGHTLEAF that you will not use the Software and/or website, or any of the content obtained therefrom, for any purpose that is unlawful or prohibited by this Agreement. If you violate this Agreement, your permission to use the Software and the Website automatically terminates. You may not access the Software and/or website if you are a direct competitor of BRIGHTLEAF, except with BRIGHTLEAF’S prior written consent. In addition, you may not access the Software and/or website for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software and/or website or the data contained therein; or (v) attempt to gain unauthorized access to the Software, the website or its related systems or networks.

BRIGHTLEAF does not own any data, information, or material that you create or use in the course of using the Software (“Client Materials”). You, not BRIGHTLEAF, shall have sole responsibility for the accuracy, quality, integrity, and intellectual property ownership or right to use of all Client Materials. BRIGHTLEAF is not a backup service and shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Client Materials. BRIGHTLEAF may, but shall have no affirmative obligation to, retain a copy of any Client Materials for any reason, including without limitation, for archival and/or internal business and research purposes. In the event, this Agreement is terminated (other than by reason of your breach), and BRIGHTLEAF has retained a copy of your Client Materials, BRIGHTLEAF may, at its sole and reasonable discretion, make available to you such copy of the Client Materials within thirty (30) days of termination if you so request at the time of termination. BRIGHTLEAF reserves the right to withhold, remove and/or discard Client Materials at its discretion.

BRIGHTLEAF, and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, including without limitation, any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world (the “Intellectual Property Rights”), in and to: (a) technology, data, modules, designs, utilities, tools, models, methodologies, programs, processes, analysis frameworks, software, hardware, modules, products, technologies, inventions, experience, concepts, ideas, and know-how (whether or not patented or patentable), and all intellectual property in any of the foregoing, that is made available to you by BRIGHTLEAF in providing the Software (the “BRIGHTLEAF Technology”); (b) the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Software (the “Content”); and, (c) the Software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software, the BRIGHTLEAF Technology, or the Intellectual Property Rights owned by BRIGHTLEAF. The BRIGHTLEAF name, logo, and the product names associated with the Software are trademarks of BRIGHTLEAF or third parties, and no right or license is granted to use them.

Any breach of your payment obligations or unauthorized use of the BRIGHTLEAF Technology or Software will be deemed a material breach of this Agreement. BRIGHTLEAF, in its sole discretion, may terminate your password, account or use of the Software if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that BRIGHTLEAF has no obligation to retain the Client Materials, and may delete such Client Materials upon termination.

EXCEPT AS SPECIFICALLY SET FORTH HEREIN, BRIGHTLEAF AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE SOFTWARE AND THE SOFTWARE, AND ALL CONTENT IS PROVIDED TO YOU 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, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BRIGHTLEAF AND ITS LICENSORS.

BRIGHTLEAF’S SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BRIGHTLEAF IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

BRIGHTLEAF’S SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BRIGHTLEAF IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

BRIGHTLEAF may give notice by means of a general notice on the Software, electronic mail to your e-mail address on record in BRIGHTLEAF’S account information, or by written communication sent by first-class mail or pre-paid post to your address on record in BRIGHTLEAF’S account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to BRIGHTLEAF (such notice shall be deemed given when received by BRIGHTLEAF) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to BRIGHTLEAF at the following address: Brightleaf Solutions, Inc. 1600 Beacon Street, Suite 211, Brookline, MA 02446. Attn: CEO

This Agreement may not be assigned by you without the prior written approval of BRIGHTLEAF but may be assigned without your consent by BRIGHTLEAF to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of BRIGHTLEAF directly or indirectly owning or controlling fifty percent (50%) or more of you shall entitle BRIGHTLEAF to terminate this Agreement for cause immediately upon written notice.

In the event of any dispute about or involving the Software, you agree that the dispute will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions, and you also agree to personal jurisdiction by and venue in the state and federal courts of the Commonwealth of Massachusetts, county of Norfolk. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and BRIGHTLEAF as a result of this Agreement or use of the Software. The failure of BRIGHTLEAF to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BRIGHTLEAF in writing. Any provision of this Agreement which, by its nature or express terms should survive, will survive the completion, expiration, termination, or cancellation of this Agreement. This Agreement comprises the entire agreement between you and BRIGHTLEAF and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Please be advised that BRIGHTLEAF actively and aggressively enforces its intellectual property rights.

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@test.brightleafsolutions.com.