End User Licensing Agreement

S-Metric, Inc. (S-METRIC) is a California USA corporation. S-METRIC provides the software, text, image files and any associated information related to its products (“Materials”) to persons or entities (“you”) who sign up for the Microsoft AppSource or any associated services and access or download the Materials provided by S-METRIC through the Microsoft services. If you are accepting the terms of use set forth below (“Terms of Use”) on behalf of a company or other legal entity, you represent that you have the authority to bind that company or legal entity.

Acceptance
By accessing, using or downloading the Materials, you agree to S-METRIC’ Terms of Use.

Access
S-METRIC grants you a limited, non-transferable, non-assignable, revocable right to access and to use the Materials during the Trial Period (as defined below) for internal evaluation purposes only. You may not modify, reverse engineer, decompile or disassemble the Materials in whole or in part, or create any derivative works from or sublicense any rights in the Materials. You may use the Materials in accordance with these Terms of Use provided that you (1) do not remove any proprietary notice language in the Materials, (2) use the Materials only in accordance with these Terms of Use and you do not copy, transfer, post or broadcast the Materials in any media, (3) make no modifications to any of the Materials, (4) not make any additional representations or warranties relating to the Materials, (5) do not use the Materials in any way prohibited by law, regulation or governmental order, (6) do not interfere with or disrupt the integrity or performance of the Materials or the data contained within such Materials, or attempt to gain unauthorized access to the Materials or related systems or networks, and (7) do not permit any other persons or other third parties to access the Materials. You are responsible for maintaining the confidentiality of any ID and password used to access the Materials and for any activity in relation to your account or use of the Materials.

Liability
S-METRIC does not accept any responsibility for the results obtained from the use of the Materials or for any decision made or action taken in reliance on the Materials. The Materials are provided on an “AS IS” and “AS AVAILABLE” basis. S-METRIC reserves the right to change, remove, suspend, or disable any Materials without notice or liability.
S-METRIC MAKES NO WARRANTIES WITH REGARD TO THE MATERIALS, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. S-METRIC DOES NOT WARRANT THAT (1) THE MATERIALS ARE ERROR FREE, (2) YOU WILL BE ABLE TO USE THE MATERIALS WITHOUT PROBLEMS OR INTERRUPTIONS, OR (3) THE MATERIALS ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION. S-METRIC DOES NOT PROVIDE SUPPORT, UPDATED VERSIONS OR DEFECT FIXING IN RESPECT OF THE MATERIALS.
IN NO EVENT WILL S-METRIC BE LIABLE TO YOU WITH RESPECT TO ITS OBLIGATIONS UNDER THESE TERMS OF USE OR OTHERWISE UNDER ANY THEORY, INCLUDING CONTRACT AND TORT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF OPPORTUNITY, GOODWILL OR BUSINESS, EVEN IF S-METRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, S-METRIC’ LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE MATERIALS WILL BE LIMITED TO US$50.00.

Intellectual Property
S-METRIC retains all right, title, interest and intellectual property and proprietary rights in and to the Materials and any and all suggestions, recommendations, enhancement requests, or other feedback that you provide in connection with the Materials or your access and use thereof. You will not acquire any rights therein by implication, estoppel or otherwise.

Non-Disclosure
You acknowledge that (1) the Materials and all related documentation and specifications; and (2) the results and feedback from any evaluation are all S-METRIC’ confidential information (“Confidential Information”). You agree that you will not reproduce, sell, transfer, publish, disclose, display or otherwise make available to third parties the Confidential Information or any other proprietary information of S-METRIC. You will promptly notify S-METRIC if you become aware of any breach of confidentiality and security relating to the Materials. Any third party products or services or information related thereto provided by S-METRIC to you or accessed by you as part of the Materials and access thereto may be accompanied by their own terms of use or licensing terms, in which case such terms shall govern that particular third party service or software. S-METRIC will have no responsibility with regard to the accuracy, reliability, selection, performance or use of these vendors, third parties, products or services.

Personal Data
You will not submit, store, capture, transmit or process any of your confidential or business sensitive data or any Personal Data (as defined in EU Directive 95/46/EC or any superseding legislation) through or to the Materials. S-METRIC has no responsibility for the accuracy, quality, integrity, legality or reliability of any data, information or other materials you submit to the system through your use or access of the Materials.

Termination
Your access to the Materials shall continue, provided you comply in full with these Terms of Use, for a period of two (2) hours from the time you access the Materials (the “Trial Period”). Notwithstanding the foregoing, S-METRIC reserves the right to terminate your access to the Materials at any time.

Governing Law
These Terms of Use will be exclusively governed and construed in accordance with the laws of the state of California without regard to the conflicts of law principles. The state and federal courts located in Los Angeles, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to your access and use of the Materials pursuant to these Terms of Use.

General
The failure by S-METRIC to enforce any provision of these Terms of Use will not constitute a waiver of future enforcement of that or any other provision. If any provision of these Terms of Use is held to be unenforceable or invalid, that provision will be severed from these Terms of Use and the remaining provisions shall not be impaired.