End User License Agreement

THIS ONLINE END USER SAAS LICENSING AGREEMENT (“AGREEMENT”) IS A BINDING AGREEMENT BETWEEN ALIX, INC. (“ALIX” OR THE “LICENSOR”) AND YOU (THE “LICENSEE” OR “YOU”). PLEASE READ IT CAREFULLY. IF YOU REGISTER FOR OR USE OUR PLATFORM OR SERVICES, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, DO NOT REGISTER FOR OR USE OUR PLATFORM OR SERVICES.

By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of your Order, or by using or accessing the Licensed Programs, you indicate your assent to be bound by this Agreement.

THIS Online End User SAAS Licensing Agreement (the “Agreement”), by and between Alix, Inc., a Delaware corporation, whose primary place of business is at 59 North Santa Cruz Avenue, Suite Y, Los Gatos, CA 95030 (“Licensor”) and You (“Licensee”), will be effective on the date of your initial access to or use of the Licensed Programs (as defined below) (the “Effective Date”). Licensee and Licensor will hereinafter sometimes be referred to collectively as the “Parties” and individually as a “Party.”

WHEREAS, Licensor has developed a state-of-the-art estate planning platform and related software, to assist in settling estates on behalf of executors, and automate and define the administrative work involved in settling an estate (collectively the “Licensed Programs”) and Licensee desires to use such Licensed Programs for its internal purposes.

WHEREAS, Licensee desires to license the Licensed Programs from Licensor under the terms and conditions of this Agreement and Licensor is willing to license the Licensed Programs to Licensee under the terms and conditions of this Agreement.

WHEREAS, Licensee desires to obtain such Services from Licensor under the terms and conditions of this Agreement and Licensor is willing to provide such Services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DISCLAIMER REGARDING LEGAL AND FINANCIAL SERVICES.

ALIX IS NOT A LAW FIRM OR FINANCIAL SERVICES COMPANY AND MAY NOT PERFORM SERVICES PERFORMED BY AN ATTORNEY OR FINANCIAL PROFESSIONAL. AT NO TIME DOES THE SOFTWARE OR ALIX REVIEW ANY DOCUMENTS THAT ARE CREATED THROUGH THE SERVICES FOR LEGAL SUFFICIENCY, DRAW LEGAL CONCLUSIONS, PROVIDE LEGAL ADVICE, OPINIONS OR RECOMMENDATIONS ABOUT YOUR LEGAL RIGHTS, REMEDIES, DEFENSES, OPTIONS, SELECTION OF FORMS OR STRATEGIES, OR APPLY THE LAW TO THE FACTS OF YOUR PARTICULAR SITUATION, OR ASSESS YOUR FINANCIAL OR TAX LIABILITIES. ALIX, ITS SERVICES,
AND ITS FORMS OR TEMPLATES ARE NOT A SUBSTITUTE FOR THE ADVICE OR SERVICES OF AN ATTORNEY OR FINANCIAL PROFESSIONAL. THE LEGAL OR FINANCIAL INFORMATION CONTAINED HEREIN IS NOT LEGAL OR FINANCIAL ADVICE AND IS NOT GUARANTEED TO BE CORRECT, COMPLETE OR UP-TO-DATE. YOU ACKNOWLEDGE AND AGREE THAT ANY DOCUMENTS AND INFORMATION AVAILABLE THROUGH THE SERVICES ARE INTENDED TO BE REVIEWED BY AND DISCUSSED WITH AN ATTORNEY OR FINANCIAL PROFESSIONAL.

2. GRANT OF ACCESS TO THE PLATFORM AND THE SAAS SERVICES.

1. Grant. Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Software and related documentation, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. You also may not install the Software on a network server, use the Software in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software. You may reproduce and provide one (1) copy of the Software and Documentation for each device, computer, or workstation on which the Software is installed. Otherwise, the Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.
2. Deployment. The Licensed Programs are provided hereunder for a single deployment for Licensee’s use which may be done (a) over such number of multiple Licensee devices as to ensure its full deployment; (b) in phases and (c) in multiple instances.
3. No Assignment; No Transfer. You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party, or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.
4. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.

3. ORDERS, PRICES AND PAYMENT TERMS.

1. Orders and Statements of Work. Products and services will be ordered by Licensee pursuant to an Order, either directly from Licensor or through an authorized third party. Each Order or SOW will include at a minimum a description of the SAAS Services being ordered, number of Users, maximum number of Users (if any), due date, milestones (if any), timelines (if any), special terms and conditions (if any) and the fees therefor. Each Order or SOW will be subject to the terms and conditions of this Agreement. Unless expressly stated in the Agreement or agreed to in writing by the Parties, termination of any given Order or SOW will not affect any other Order or SOW. Upon termination of the Agreement, however, all Orders and SOWs under the Agreement will automatically terminate. If the terms and conditions of an Order is inconsistent with the terms and conditions of this Agreement, the terms and conditions of the Order or SOW will prevail.
2. Fees. The fees to be paid for the SAAS Services are set forth in an Order or SOW (the “Fees”). Fees for Professional Services, Support Services, and any other Services will be set forth in the applicable Order or Statement of Work. Overage fees may apply if Licensee exceeds the maximum number Users (if any) specified in the Order or SOW, calculated in accordance with the Licensor’s then-current overage rates.
3. SAAS Fees. Fees for the SAAS Services will be paid up front in advance. The first year SAAS Fees will be due and payable on the Effective Date of this Agreement, the Order, or the SOW, whichever is applicable. Thereafter, such SAAS Fees will be paid annually on the anniversary of the Effective Date of this Agreement, the Order, or the SOW, as applicable.
4. Taxes. Licensee will also pay all sales, use, value-added and other taxes, tariffs, and duties of any type assessed against Licensor.
5. Invoices. Fees will be invoiced as follows: (i) fees for all Services will be invoiced in advance; (ii) fees for Professional Services will be invoiced in arrears on a monthly basis, unless stated otherwise in the applicable SOW.
6. Net 30. All payments from Licensee to Licensor are due net thirty (30) days after the date of invoice.
7. Overdue Fees. If Licensee’s account is thirty (30) days or more overdue, in
   addition to any of its other rights or remedies available to Licensor at law or equity,
   Licensor reserves the right to suspend such services to Licensee, without liability to
   Licensor, until such amounts are paid in full.
8. Late Payment Charge. Undisputed fees will be subject to a late payment charge
   of 1.5% per month until paid.

4. Warranty.

1. Software. Licensor warrants that during the sixty (60) day period commencing on the date of first Delivery, the Software will perform substantially in accordance with their Documentation. In the event of a breach of the foregoing warranty, as Licensee’s sole and exclusive remedy, Licensor will, at its sole expense and discretion, replace the Software with Software conforming to the foregoing warranty, or use reasonable efforts to modify the Software so that it performs substantially in accordance with its Documentation.
2. SAAS Services. Licensor warrants that during the term of the SAAS Services, the SAAS Services will perform substantially in accordance with their Documentation, Specifications, and in compliance with their applicable Service Level Agreement (“SLA”), if any. In the event of a breach of the foregoing warranty, as Licensee’s sole and exclusive remedies, Licensor will, at its sole expense and discretion, correct the SAAS Services so that they perform substantially in accordance with their Documentation and issue any credits to which Licensee may be entitled pursuant to the applicable SLA.
3. Other Services. Licensor warrants that any other Service will be performed in a professional and workmanlike manner. In the event of a breach of the foregoing, Licensor will re-perform the applicable Services in a manner that is compliant with such warranty.
4. Exclusions and limitations. The foregoing warranties extend only to the Licensee and will not apply to damage caused by misuse of the SAAS Services. The rights and remedies granted Licensee under this Section state Licensor’s entire liability, and Licensee’s exclusive remedy, with respect to any breach of the warranty set forth in this Section 4.
5. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4, THE PRODUCTS OR SERVICES ARE PROVIDED “AS-IS’ AND ALIX MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALIX, ITS PARTNERS, AND SUPPLIERS MAKE NO WARRANTY THAT USE OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR DEFECT-FREE, OR AVAILABLE AT ALL TIMES. ALIX HEREBY SPECIFICALLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS PARTNERS AND SUPPLIERS, ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5. SERVICES

1. Support and SAAS Services. Provided Licensee has an active and fully paid contract (or other entitlement) for Support, Licensor will provide Support in accordance with its standard Support terms then in effect in accordance with its SLA, if any.
2. Ownership. As between the Licensor and the Licensee, the Licensee agrees and acknowledges that Licensor owns the Platform and the SAAS Services and all Intellectual Property Rights therewith. The Licensee agrees and acknowledges that nothing herein will be construed to assign or transfer any of Licensor’s Intellectual Property Rights in the Platform, SAAS Services, Deliverables, proprietary tools, libraries, know-how, techniques, and expertise (“Tools”) used by Licensor to provide access to the Platform and SAAS Services or to develop the Deliverables. The term “Deliverables” will not include the Tools. To the extent necessary to use the Deliverables, Tools that are delivered with or as part of the Deliverables, are licensed, not assigned, to Licensee, on the same terms as the Deliverables.

6. CONFIDENTIALITY.

1. The Receiving Party agrees that it will (i) use Confidential Information for the sole purpose of exercising its rights and performing its obligations under this Agreement, (ii) divulge Confidential Information only to those of its employees, directors, independent consultants or agents who have a need to know such Confidential Information and who are bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Agreement, and (iii) not disclose any Confidential Information to any third-party. The Receiving Party will notify and cooperate with the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to comply with an order from a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, provided such Party, to the extent permitted by law and as soon as reasonably practicable under the circumstances, informs the Disclosing Party and allows the Disclosing Party the opportunity to object to the disclosure order or to take action to preserve the confidentiality of the information. The Receiving Party will cooperate with the Disclosing Party in such Party’s reasonable efforts to limit the disclosure of the information.
2. Upon termination of this Agreement for any or no reason, the Receiving Party will (i) immediately cease all use of the Disclosing Party’s Confidential Information, and (ii) if requested by the Disclosing Party, either promptly destroy or return all Confidential Information of the Disclosing Party; provided, however that the Receiving Party may retain a reasonable number of copies of the Confidential Information (and any materials embedding the same) for the sole purposes of satisfying legal or regulatory requirements regarding record and data retention that the Receiving Party is obligated to comply with, enforcing this Agreement, and/or archiving consistent with good business practices. For the avoidance of doubt, such copies remain subject to the confidentiality and restricted use provisions of this Agreement.
3. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

7. LIABILITY LIMITATION.

IN NO EVENT WILL A PARTY’S LIABILITY FOR DIRECT DAMAGES HEREUNDER EXCEED THE TOTAL VALUE OF AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR FOR THE PRODUCT(S) OR SERVICE(S) AT ISSUE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL A PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES, LOSS OF DATA OR USE, INTERRUPTION OF THE SERVICES, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATIONS SHALL NOT APPLY WITH RESPECT TO ANY CLAIMS ARISING UNDER SECTION 4 (WARRANTIES AND RESTRICTIONS), OR TO EITHER PARTY UNDER SECTION 6 (CONFIDENTIALITY), FRAUD, WILFULL MISCONDUCT, OR GROSS NEGLIGENCE.

8. INDEMNIFICATION.

Subject to the remainder of this Section 8, Licensor will defend Licensee against any third-party claim that the SAAS Services as provided infringe a U.S. patent or any copyright, or misappropriates any third-party trade secrets (“Infringement Claim”) and indemnify Licensee from the resulting costs and damages awarded against Licensee to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed in settlement; provided that Licensee (1) promptly notifies Licensor of any and all threats, claims, and proceedings of such Infringement Claim, (2) gives reasonable assistance in response to Licensor’s request for assistance, and (3) grants Licensor sole control over defense and settlement thereof. The foregoing obligations do not apply with respect to Deliverables, Software, and SAAS Services or portions or components thereof, (i) that are modified by any Party other than Licensor or its authorized agents after delivery by Licensor, (ii) combined with other products, processes, or materials, where the alleged infringement relates to such combination, (iii) where Licensee continues allegedly infringing activity after being notified thereof and modifications that would have avoided the alleged infringement have been made available to Licensor, or (iv) where Licensee’s use of such Software or SAAS Services isnot strictly in accordance with this Agreement. In the event that Software and/or SAAS Services is held to or believed by Licensor to infringe, Licensor at its discretion, will have the option to (A) modify the allegedly infringing Software or SAAS Services to be non-infringing, (B) obtain for Licensee a license to continue using the Software or SAAS Services, or (C) request the return of the Software or terminate the SAAS Services (as the case may be) and upon such return or termination, refund to Licensee the amount of fees paid for such infringing Software and SAAS Services for the unused portion of the term remaining as of the effective date of termination, with respect to term licenses to Software or SAAS Services. Licensee will defend, indemnify and hold Licensee harmless against any third-party claims, damages settlements and expenses (including attorneys’ fees) excluded from Licensor’s indemnity obligations in (i) – (iv) above. THIS SECTION SETS FORTH LICENSOR’S SOLE OBLIGATION AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF VIOLATION OF THIRD-PARTY RIGHTS.

9 .TERM AND TERMINATION.

1. The Term. The term of this Agreement will commence upon the Effective Date and will continue in effect for one (1) year (the “Initial Term”). The SAAS Services and/or Support Services will automatically renew for additional annual terms (each a “RenewalTerm” and, with the Initial Term, collectively the “Term”), at the end of the applicable annual term, unless either Party gives the other at least thirty (30) days’ notice of non-renewal prior to the end of the then-current term.
2. Termination for Breach. Either Party may terminate this Agreement due to a material breach of this Agreement by the other Party if such material breach remains uncured for a period of thirty (30) days following receipt of written notice by the breaching Party; provided that Licensor may terminate this Agreement and/or PO or SOW issued hereunder immediately upon written notice to Licensee if Licensee breaches any provision of Section 4 (Warranties and Restrictions) or Section 6 (Confidentiality).
3. Payment of Outstanding Fees. Termination will not relieve Licensee of the obligation to pay any fees accrued or payable to Licensor prior to the effective date of expiration or termination.

10. MISCELLANEOUS.

1. Compliance with Laws; Export. Licensor acknowledges that the Platform, SAAS Services, and any Software provided hereunder contains encryption technology that is subject to export restrictions by the U.S. government and import restrictions by certain other governments. Licensor will not and will not allow any third-Party to remove or export, or allow the export or re-export of, any part of the Software or any direct product thereof: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, or Syria (to the extent the U.S. government or any agency thereof restricts export or re-export to such countries); (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any U.S. or other government agency or authority. Licensor agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited Party list. The Software is restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the U.S. government. Licensor agrees to indemnify and hold Licensor, its partners and suppliers harmless against any claims, losses or expenses arising out of Licensor’s breach of this Section 10(a).
2. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the Parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected Party from fulfilling its obligations and such Party is not able to prevent or remove the force majeure at reasonable cost.
3. Governing Law; Jurisdiction. This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. The Parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for resolution of any disputes arising out or relating to this Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement in any manner whatsoever.
4. Independent Contractors. The Parties are independent contractors under this Agreement and nothing in this Agreement authorizes a Party to act as an agent of the other or bind the other to any transaction or agreement.
5. Severability. In the event any provision of this Agreement will be determined to be invalid or unenforceable under law, all other provisions of this Agreement will continue in full force and effect.
6. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written between the Parties with respect to said subject matter.
7. Acknowledgement. By downloading, installing, or using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.