END-USER LICENSE AGREEMENT
This End-User License Agreement (the “Agreement”) is effective 09/06/2024,
BETWEEN: Every1Lending, (the “Company”) a company organized and existing under the laws of the California
of California with its head office located at:
177 E Colorado Blvd
Pasadena, CA 91103
AND: [NAME OF THE USER], (the “End-User”) a user having its office located at:
[YOUR COMPLETE ADDRESS]
WHEREAS, the Company is the owner of ServiceNow (the “Software”);
WHEREAS, the End-User agrees that by using the Software, it shall be bound by the terms of this Agreement;
NOW THEREFORE in consideration and as a condition of the Company and the End-User entering into this
Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the
Parties agree as follows:
SOFTWARE LICENSE
When the End-User lawfully accesses the Software, whether through purchase or other lawful means, the Company shall
grant the End-User, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable,
limited, revocable personal license to use the Software (“License”). This License extends to the use of documentation,
data, or information developed by the Company, and other materials which may assist in the use of the Software.
LICENSE FEE
In consideration of the terms of this Agreement, the Company grants the End-User a non-exclusive, non-transferable,
revocable License touse the Software for the period of [NUMBER OF MONTHS] (subjectto termination assetoutin
this Agreement), in accordance with the use and subject to the restrictions set out below.
This Agreement provides the End-User with only a limited use License, and all intellectual property rights and title to
the Software or the accompanying documentation remain with the Company and no interest therein is conveyed to the
End-User under this Agreement.
3. PERMITTED USE
Subject always to the restrictions in this Agreement, as purchaser of the authorized copy of the Software, the End-User
may:
where the End-User is the purchasing entity, load the Software onto and use it on a single computer of the type identified
on the package which is/are owned by the End-User, or under the direct control of the End-User;
where the End-User is an individual as purchaser, load the Software onto anduse it on a single computer of the type
identified on the package which is under the End-User’s control;
copy the Software for backup and archival purposes and make up to two copies of the documentation (if any)
accompanying the Software, provided that the original and each copy is kept in the End-User’s possession and that the
End-User’s installation and use of the Software does not exceed that allowed by this Agreement.
RESTRICTIONS
The End-User shall, neither itself nor permit others, either directly or indirectly, to:
Log in through the End-User’s account or share the administrative account login or password;
Rent, lease, sub-license or make or distribute copies of the Software or charge a royalty for the use of the Software, or
use the Software to provide bureau, applicationserviceprovider, marketing, training, or consulting services related to
the Software to any third party, except as permitted by this Agreement;
Except as permitted by law, modify the Software or any component part thereof, disassemble or decompile the Software
or otherwise derive source code from the Software, reverse engineer the Software, merge the Software withorinto
another product or other software, or create derivative works based on the Software; or
Make copies of the Software, in whole or in part, except for backup or archival purposes, as permitted in this
Agreement;
Use any backupcopy of the Software for any purpose other than toreplace the original copyin the event that it is
destroyed or becomes defective;
Copy the written materials (except as provided by this Agreement) accompanying the Software;
Adapt, modify, delete or translate the written materials accompanying the Software in any way for any purpose
whatsoever;
Transferor assign the Software or any copy thereof or any documentation (whether provided inprintor digital form) to
a third party, including any third-party individual or third-party entity;
Vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the
Software.
4. INTELLECTUAL PROPERTY
The End-User agrees that the Software, Company website and all services provided by the Company are the property of
the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company
IP”). The End-User agrees that the Company owns all rights, title and interest inandto Company IP and that the EndUser will notuse the Company IP for any unlawful or infringing purpose. The End-User agrees notto reproduce or
distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names,
service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
UNDERTAKINGS AND TITLE
The End-User undertakes to:
Ensure that, prior to use of the Software by the End-User’s employees or agents, all such parties are notified of the terms
of this Agreement and the License granted under it;
Reproduce andinclude the Company’s copyright notice on all and any copies of the Software, including any partial
copies of the Software;
Hold all drawings, specifications, data (including object and source codes, software listings and all other information
relating to the Software, confidential and not at any time, during the License or after its expiry, disclose the same
(whether directly or indirectly) to any third party without the Company’s consent.
As the Company’s licensee, the End-User owns only the disk or medium on which the Software is recorded or fixed.
The End-User may retain the media on any termination of this Agreement and the License granted under it, provided the
Software is erased. The Company shall at all times retain ownership of the Software.
REVERSE ENGINEERING AND SECURITY
The End-User agrees not to undertake any of the following actions:
Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the
Software or the Company website;
Violate the security of the Software through any unauthorized access, circumvention of encryptionor other security
tools, data mining or interference to any host, user or network;
Copy or otherwise distribute copies of the Software unlawfully, such as through any peer-to-peer network or other
intellectual property circumvention tool.
LIABILITY AND INDEMNIFICATION
The End-User agrees that it has, under this Agreement, assumed the entire risk of selection, installation, and use of the
Software. The Company’s aggregate liability for direct loss or damage to the End-User shall not exceed the original
amount paid by it for the Software.
Innoevent shall the Company be liable to the End-User for (i) indirect, special, incidental or consequential damages, or
(ii) any loss of revenue, profits or anticipated savings, wasted management time, or any lost or destroyed data arising in
connection with this Agreement or the License granted hereunder.
The Company shall not be liable in contract, negligence, or otherwise for (i) any claims which arise out of viruses or any
other similar disabling software which affect the performance or quality of the Software, (ii) the accuracy or content of
results produced by the Software, (iii) the storage and preservation of any data (whether accessed byor forming output
from the Software or any useto which the Software is put), (iv) the results of any useto which the Software or
5. The accompanying documentation are put (and the use of any such results) or, (v) the operation of any software in
relation to which the End-User may use the Software.
Nothing in this Agreement limits liability for fraudulent misrepresentation or the Company’s liability to the End-User in
the event of death or personal injury resulting from the Company’s negligence.
The End-User hereby acknowledges and agrees that the limitations contained in this clause are reasonable in the light of
all the circumstances.
The Company will have no liability for errors, unreliable operation, or other issues resulting from use of the Software,
services on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance
with the manufacturer’s original specifications, including use of modified versions of the operating system (collectively,
“Modified Devices”). Use of the Software and services on and through Modified Devices will be at the End-User’s sole
and exclusive risk and liability.
The End-User agrees to indemnify, defend, and hold the Company and its suppliers and licensors and the third parties
harmless from any liability, loss, damage, claim and expense, including reasonable attorneys’ fees and expenses, related
to the End-User’s violation of this End-User License Agreement or the use of the Software, website, documents or
services, or for any claims made against the Company by any third party arising from the End-User’s use of the website.
The End-User agrees that the indemnification of the Company inures to the benefit of the officers, directors, employees,
and agents of the End-User and its successors in interest.
SPAM POLICY
The End-User is strictly prohibited from using the Software or any of the Company’s services for illegal spam activities,
including gathering email addresses and personal information from others or sending any mass commercial emails.
LIMITATION ON LIABILITY
The Company is not liable for any special, incidental, or consequential damages that may occur to the End-User as a
result of the possession, use, or malfunction of the Software, including, but not limited to, damages to property, loss of
goodwill, computer failure or malfunction, and to the fullest extent permitted by law. This section applies to any and all
claims by the End-User, including, but not limited to, lost profits or revenues, consequential or punitive damages,
negligence, strict liability, fraud, or torts of any kind.
ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or
part by the End-User. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise
transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees,
administrators, successors, and executors.
NO AGENCY, PARTNERSHIP OR JOINT VENTURE
No Agency, Partnership, or Joint Venture has been created between the Parties as a result of this Agreement. No Party
has an authority to bind the other to third parties.
WARRANTY
6. The Software is provided “as is” without warranty of any kind, expressed or implied, and to the maximum extent
permitted by applicable law.
There is no warranty by the Company that the Software will meet the requirements or that the operations of the Software
will be uninterrupted or error-free.
The End-User assumes all responsibility and risk for the selection of the Software to achieve the intended results andfor
the installation, use and results obtained from it.
FAILURE TO PAY
If the End-User fails to make payment of the License fee as required by this Agreement, the Company may terminate
this Agreement, unless the End-User makes payment in full. Until such payment is made, the End-User shall not be
allowed to use the Software.
TERMINATION AND CANCELLATION
This Agreement is effective from the first date the End-User installs the Software. The End-User may terminate this
Agreement at any timeby permanently deleting, destroying and returning, at its own cost, the Software, all backup
copies and all related materials provided by the Company, Once the Agreement is terminated, the End-User must stop
using the Software and immediately delete all the Software associated materials already copied and/or installed on the
device or computer.
FORCE MAJEURE
The Company isnot liable for any failure to perform due to causes beyond its reasonable control, including, but not
limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural
disasters, and other acts which may be due to unforeseen circumstances.
AMENDMENT OF AGREEMENT
This Agreement may be amended by, and only by, a written resolution setting forth in detail the amendment and signed
by both the Parties.
REPRESENTATIONS AND WARRANTIES
Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of
either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the
Parties, individually, and any other person, organization, or business or any law or governmental regulation.
WAIVER
The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be
construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other
right, power or privilege.
SEVERABILITY
In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall
be severed from the remainder of the Agreement, and all other provisions should continuein full forceand effect as
valid and enforceable.
ALTERNATIVE DISPUTE RESOLUTION
The Parties to this Agreement agree to attempt in good faith to resolve any conflicts, disputes, or claims arising out of
this Agreement by negotiation between senior executives or officials. If applicable, the Parties agree to consider the
utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.
LEGAL AND BINDING AGREEMENT
This Agreement is legal andbindingbetween the Parties, as stated above. This Agreement may be entered intoandis
legal and binding in USA. The Parties each represent that they have the authority to enter into this Agreement.
LANGUAGE AND GOVERNING LAW
This Agreement shall be governed by and construed and enforced in accordance with the laws of the
[STATE/PROVINCE] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the Parties.
