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PELOCITY, LLC
ASSESSMENT TOOL APP
END USER LICENSE AGREEMENT
Your license to use the Assessment Tool App is subject to your prior acceptance of this Assessment Tool App End User License Agreement (“EULA”). Pelocity reserves all rights in and to the Assessment Tool App not expressly granted to you under this EULA.

IMPORTANT: THE EULA IS A LEGAL AGREEMENT BETWEEN YOU AND PELOCITY. BY INSTALLING AND USING THE ASSESSMENT TOOL APP, YOU ACCEPT THE ASSESSMENT TOOL APP AND AGREE TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE ASSESSMENT TOOL APP. BY INSTALLING AND/OR USING THE ASSESSMENT TOOL APP, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE ASSESSMENT TOOL APP AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO AGREE TO THESE TERMS, THEN DO NOT INSTALL AND/OR USE THE ASSESSMENT TOOL APP.

a. Scope of License. This license granted to you for the Assessment Tool App by Pelocity is limited to a nontransferable license to use the Assessment Tool App on any Pelocity-approved device that you own or control and as permitted by the usage rules set forth in the Site Terms and Conditions and the Assessment Tool App Terms and Conditions (collectively, the “Usage Rules”) located at http://www.pelocity.com/termsofuse. This license does not allow you to use the Assessment Tool App on any device that you do not own or control, and except as provided in the Usage Rules, you may not distribute or make the Assessment Tool App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the Assessment Tool App and, if you sell your device to a third party, you must remove the Assessment Tool App from such device before doing so. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Assessment Tool App, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Assessment Tool App). You may not make or distribute copies of the Assessment Tool App, or electronically transfer the Assessment Tool App from one computer to another or over a network. Any attempt to do so is a violation of the rights of Pelocity. If you breach this restriction, you may be subject to prosecution and damages. The terms of this license will govern any upgrades provided by Pelocity that replace or supplement the original Assessment Tool App, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

b. Consent to Use of Data. You agree that Pelocity may collect and use technical data and related information—including, but not limited to, technical information about you and your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Assessment Tool App. Pelocity may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

c. Termination. The license is effective until terminated by you or Pelocity. Your rights under this license will terminate automatically without notice from Pelocity if you fail to comply with any term(s) of this license. Upon termination of the license, you will cease all use of the Assessment Tool App and destroy all copies, full or partial, of the Assessment Tool App.

d. External Services; Third-Party Materials. The Assessment Tool App may enable access to Pelocity’s and/or third-party services and websites (collectively and individually, "External Services"). Use of the External Services requires Internet access and use of certain External Services requires you to accept additional terms. Certain External Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the External Services, you acknowledge and agree that neither Pelocity nor its agents is responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Neither Pelocity nor its agents warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties.
Financial information displayed by any External Services is for general informational purposes only. You agree that the External Services contain proprietary content, information and material that is owned by Pelocity or its agents or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the External Services or in any manner that is inconsistent with the terms of this EULA or that infringes any intellectual property rights of a third party or Pelocity. No portion of the External Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the External Services, in any manner, and you will not exploit the External Services in any unauthorized way whatsoever, including but not limited to, using the External Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the External Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that neither Pelocity nor its agents is in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the External Services. In addition, External Services and Third Party Materials that may be accessed from, displayed on or linked to from the Pelocity Devices are not available in all languages or in all countries or regions. Pelocity makes no representation that such External Services and Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such External Services and Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Pelocity reserves the right to change, suspend, remove, or disable access to any External Services at any time without notice. In no event will Pelocity be liable for the removal of or disabling of access to any such External Services. Pelocity may also impose limits on the use of or access to certain External Services, in any case and without notice or liability.

e. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ASSESSMENT TOOL APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ASSESSMENT TOOL APP AND ANY SERVICES PERFORMED OR PROVIDED BY THE ASSESSMENT TOOL APP ARE PROVIDED "AS IS" AND “AS AVAILABLE”, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ASSESSMENT TOOL APP AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRDPARTY RIGHTS. PELOCITY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ASSESSMENT TOOL APP, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE ASSESSMENT TOOL APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ASSESSMENT TOOL APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ASSESSMENT TOOL APP WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PELOCITY OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ASSESSMENT TOOL APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF PELOCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event will Pelocity’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount you paid Pelocity for the license to use the Assessment Tool App. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

g. You may not use or otherwise export or re-export the Assessment Tool App except as authorized by United States law and the laws of the jurisdiction in which the Assessment Tool App was obtained. In particular, but without limitation, the Assessment Tool App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Assessment Tool App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

h. The Assessment Tool App and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

i. The laws of the State of Florida , excluding its conflicts of law rules, govern this license and your use of the Assessment Tool App. Your use of the Assessment Tool App may also be subject to other local, state, national, or international laws. You agree that any dispute arising out of or relating to the EULA or related to Assessment Tool App will exclusively be brought in any court of competent jurisdiction located within the State of Florida, Duval County, Jacksonville, Florida. You consent to personal jurisdiction thereto and waive any defenses based on personal jurisdiction, venue, and inconvenient forum.

Last Updated: September 30, 2011