Terms and Conditions Shaper Automation Inc. - End User License Agreement (EULA) NOTICE -- READ ALL OF THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE DOWNLOADING, COPYING, INSTALLING OR USING THE SOFTWARE, CONTENT, DATA OR DOCUMENTATION (EACH AS DEFINED BELOW). INSTALLING AND/OR USING THE SOFTWARE, SERVICE, CONTENT, DATA AND DOCUMENTATION (COLLECTIVELY, THE "PRODUCT") INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MUST DELETE ANY SOFTWARE, CONTENT AND DATA FROM YOUR HARDWARE. PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE PRODUCT, OR ANY COPY OR PORTION THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT. IMPORTANT -- READ CAREFULLY: By clicking on the "Login", "Trial", "Tutorial", "Agree", "Yes", "Download", "Go" or other appropriate assent button or hyperlink to make and use copies of the Shaper Automation Software (the "Software"), access the Shaper Automation service via any computer (the "Service") and to use the technical data (the "Data") and other content accessed therewith (the "Content"), you ("Licensee") agree to be and are hereby bound by the terms and conditions of this License Agreement (this "Agreement"). If applicable, Licensee must also agree to certain terms and conditions relating to Licensee's subscription to the Software, Service, Content and Data, as may be required by third-parties processing any fees on behalf of Shaper (the "Third Party Subscription Terms"). If Licensee does not agree to the terms and conditions of this Agreement (and the Third Party Subscription Terms, if applicable), Licensee should not download, copy, install or use the Product and must promptly destroy any and all copies of the Software, Service, Content, Data and any accompanying documentation ("Documentation") made by Licensee. I. Shaper's SUBSCRIPTION TERMS. For purposes of this Agreement, the "Shaper Site" shall mean the web site currently located at cluster.shaperai.com. A. For Trial Subscriptions. Shaper does not charge a subscription fee for Licensee's trial use of the Product. Licensee shall however be subject to the terms and conditions of this Agreement and Licensee's use of the Product during the applicable trial period may be terminated by Shaper in the event Licensee breaches any term of this Agreement. At the end of the applicable trial period, Licensee shall have the option of subscribing to the Shaper Automation Product by visiting www.shaperai.com or the Shaper Site and providing relevant payment information. In the event Licensee does not purchase a subscription at the end of the applicable trial period, either (a) the Shaper Automation Product will be disabled and Licensee will instead be provided with the Shaper Automation Free Product, which Licensee will have the right to use subject to the terms below, if Licensee had a trial subscription of the Product, or (b) the Product will be disabled in its entirety if Licensee had a trial subscription of the Product. B. For Shaper Free Subscriptions. Shaper does not charge a subscription fee for Licensee's use of the Shaper Automation Free Product, which offers limited content and functionality. Licensee's use of Shaper Free shall subject to the terms and conditions of this Agreement. C. For Annual Shaper Automation Subscriptions. To subscribe to the Shaper Automation Product from the website currently located at cluster.shaperai.com (the "Shaper Site"), Licensee agrees to pay Shaper's payment processing partner, PayPal, Inc. ("Paypal"), the applicable annual subscription fee listed on the Shaper Site, any applicable taxes and any other charges incurred on Licensee's user name and password. Subscription fees will be billed by Paypal to Licensee at the beginning of Licensee's subscription. Shaper reserves the right to increase its subscription fee or institute new fees at any time, upon reasonable notice posted in advance on the Shaper Site. Licensee shall not be charged retroactively for any such increased or new fees but shall be billed the applicable increased or new fee upon renewal, if any. 1. Money Back Guarantee. All fees are non-refundable except as otherwise set forth in this Agreement. 2. Renewal. If Licensee desires to renew Licensee's subscription to the Shaper Automation Product, Licensee must visit either www.shaperai.com or the Shaper Site and provide relevant payment information. Paypal will not automatically charge Licensee for renewals unless indicated otherwise by Licensee. Shaper will use reasonable efforts to send a reminder prior to the end of Licensee's current subscription period to the e-mail address Licensee provided in connection with Licensee's registration on the Shaper Site. D. Other Charges. In addition to the subscription fees and obligations set forth in Sections A through C above, Licensee is responsible for all charges associated with connecting to the Shaper Site, including all telephone line access, telephone and computer equipment and any related service fees. II. GRANT OF LICENSE. Shaper Automation Inc. ("Shaper") hereby grants to Licensee a non-exclusive license to use the Software, Service, Content, Data and Documentation subject to the following terms: Licensee may: (a) install the Software on the computer systems as specified in the subscription and use the Software, Content and Data for personal, non-commercial purposes only; (b) access the Service via one computer; (c) view the Content and the Data in connection with the Software and/or Service on the screen of such computer; (d) save the Content and the Data on such computer, provided that Licensee does not remove any copyright notices that appear in connection therewith and does not modify the Content or the Data in any way; and (e) make one copy of the Software, Content and Data for back-up, archival purposes, provided such copy contains all of the original proprietary notices provided with or otherwise relating to such Software, Content and Data. Notwithstanding anything in this paragraph, Licensee may transfer the Software from one computer to another computer in connection with Licensee's use of the Product, provided that (i) Licensee deletes all copies of the Software from the first device, and (ii) Licensee may use the Product on only one computer at a time. Licensee may not use, or permit other individuals or entities to use, the Software, Service, Content, Data or Documentation except under the terms expressly listed above. Without limiting the foregoing sentence, Licensee shall not, and shall not permit any other individual or entity to: (a) use the Software, Service, or Data for service bureau, time-sharing or other similar purposes; (b) use the Product following expiration or termination of the applicable subscription period; (c) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software, Service, Content, Data or Documentation; (d) copy the Software, Service, Content, Data or Documentation (except as permitted above); (e) rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the Software, Service, Content, Data or Documentation; and (f) remove any proprietary notices or labels on or relating to the Software, Service, Content, Data or Documentation. Licensee acknowledges that Shaper has the right to remove listings, restrict access, terminate and otherwise modify the services provided by Shaper from the Shaper Site for any reason, including but not limited to a breach of any of the Terms of Service agreement set forth on the Shaper Site (the "Terms and Conditions"), or the Third Party Subscription Terms if applicable. III. ENHANCEMENTS AND UPDATES. This license does not grant Licensee any right to any enhancement or update of the Software, Service, Content, Data and Documentation. IV. TITLE. All right, title and interest in and to the Software, Service, Content, Data and Documentation (including without limitation all intellectual property rights) shall remain in Shaper and/or its suppliers and licensors. Without limiting the foregoing: (a) the Software, Service, Content, Data and Documentation are protected by copyright laws and international copyright treaties; and (b) the Content (including the content contained in the Software media demonstration files) and Data, and all rights thereto, are the property of the applicable content owner and are protected by applicable copyright or other law. This license gives Licensee no rights to such Content or Data. The following copyright notices apply to, and shall not be removed from, the Software and the Documentation and certain Content available in connection therewith: ©2011-2015 Shaper Automation Inc. All rights reserved. V. DISCLAIMERS. THE SOFTWARE, SERVICE, CONTENT, DATA AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Shaper AND ITS LICENSORS AND SUPPLIERS FURTHER DISCLAIM ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE), INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND NONINFRINGEMENT. Shaper AND ITS LICENSORS AND SUPPLIERS ALSO DISCLAIM ALL WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, USEFULNESS, USE OR RESULTS TO BE OBTAINED FROM THE CONTENT OR THE DATA, OR THAT THE CONTENT OR THE DATA WILL BE ERROR-FREE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO NINETY (90) DAYS FROM THE DATE OF INITIAL DOWNLOAD OR INSTALLATION OF THE SOFTWARE, CONTENT AND/OR DATA OR ACCESS OF THE SERVICE BY OR ON BEHALF OF LICENSEE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE, SOFTWARE, CONTENT, DATA AND DOCUMENTATION REMAINS WITH LICENSEE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES THAT THE DATA MAY INCLUDE INACCURACIES AND THAT LICENSEE WILL USE COMMON SENSE AND FOLLOW STANDARD SECURITY PRECAUTIONS IN CONNECTION WITH LICENSEE'S USE OF ANY VULNERABILITY ASSESSMENT RESULTS GENERATED BY THE SOFTWARE OR THE SERVICE. VI. WAIVER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Shaper OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR: (A) ANY CLAIM, DEMAND OR ACTION (IRRESPECTIVE OF THE NATURE OR THE CAUSE OF THE CLAIM, DEMAND OR ACTION) ALLEGING ANY LOSS, INJURY OR DAMAGES ARISING OUT OF THIS AGREEMENT OR WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE PRODUCT; (B) ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF LICENSEE'S USE OF OR INABILITY TO USE THE PRODUCT, ANY DEFECT IN THE PRODUCT, OR THE BREACH OF THESE TERMS OR CONDITIONS, IN EACH CASE, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF Shaper OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VII. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF Shaper AND ITS SUPPLIERS AND LICENSORS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ITS IMPLEMENTATION SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO Shaper UNDER THIS AGREEMENT AND/OR THE THIRD PARTY SUBSCRIPTION TERMS, IF APPLICABLE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. VIII. DISCLAIMER OF ENDORSEMENT. Reference to any products, services, processes, hypertext links to third parties or other information (by trade name, trademark, manufacturer, supplier or otherwise) does not necessarily constitute or imply its endorsement, sponsorship or recommendation by Shaper or its suppliers or licensors. Product and service information are the sole responsibility of each individual vendor. The Shaper Automation Inc name and logo, and other trademarks and trade names owned by Shaper, may not be used in any commercial manner without the prior written consent of Shaper. IX. TERMINATION. This Agreement shall terminate automatically if Licensee fails to comply with any of the terms and conditions described in this Agreement. No notice shall be required from Shaper to effectuate such termination. On termination, Licensee must destroy all copies of the Software, Service, Content, Data and Documentation. Without limiting the foregoing, Shaper may terminate this Agreement immediately for any breach by Licensee of the Terms of Service Agreement, or the Third Party Subscription Terms if applicable. In the event of any termination by Shaper pursuant to this Section IX, Licensee shall not be entitled to any refund of pre-paid subscription fees. X. INDEMNITY. Licensee agree to indemnify, defend and hold Shaper and its parents, subsidiaries, affiliates, suppliers and licensors (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of each of them) free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, patent action, copyright action, trade secret action or other intellectual property action, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with any use or possession by Licensee of the Product. XI. TERMS OF SERVICE AGREEMENT. The Terms of Service Agreement is incorporated herein by reference, provided, however, that in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Terms of Service Agreement, the terms and conditions of this Agreement shall govern. XII. GOVERNING LAW. The rights and obligations of the parties under this Agreement shall be governed and construed under the laws of the Province of British Columbia, Canada, without reference to its conflict of laws principles. XIII. ENTIRE AGREEMENT. This Agreement constitutes the complete and exclusive agreement between Shaper and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except when executed by an authorized representative of Shaper and Licensee. XIV. WAIVER. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of such or any other provision. XV. ASSIGNMENT. Neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned by Licensee, in whole or in part, without the prior written approval of Shaper. Any assignment in derogation of the foregoing shall be null and void. XVI. Severability/Reformation. If any provision of this Agreement is found to be void or unenforceable, it will not affect the validity of any other provision of this Agreement and those provisions will remain valid and enforceable according to their terms. To the extent that an unenforceable provision may be reformed to be enforceable by a court of law, such provision will be deemed to be so reformed in this License Agreement. XVII. Other Rights Reserved. All rights not specifically granted in this License Agreement are reserved by Shaper Automation Inc. XVIII. Entire Agreement. You acknowledge that You have read this License Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this License Agreement. XIX. Language of Agreement. The parties expressly request that this Agreement as well as documents relating thereto be drawn up in English. Les parties ont expressement exigé que cette convention ainsi que tous les documents s’y rattachant soient redigés en anglais. .​