ACCELERATE END-USER LICENSE AGREEMENT

This License Agreement (“License”) is a binding contract between you (“User”) and Go Accelerate LLC (“Go Accelerate”) regarding your use of Go Accelerate Software. “Software” means the Accelerate platform and any updates, upgrades, and modifications thereto which are made available to you by an Approved Source and licensed to you by Go Accelerate. “Approved Source” means (i) Go Accelerate or (ii) the Go Accelerate authorized reseller or distributor from whom you acquired the Software. “Use” or “using” means downloading, installing, activating, accessing, or otherwise using the Software.

The Software is protected by US and international intellectual property laws, and is licensed, not sold.

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. if you do not agree to the terms of the License, YOU MAY NOT use the Software.

Online usage of the Software may be monitored by Go Accelerate from time to time to prevent violations of this License.

LICENSE
1. Grant of Limited Use License. Subject to payment of the applicable fees and your compliance with the terms and conditions of this License, Go Accelerate grants to you a limited, non-exclusive, and non-transferable license to use object code versions of Software in the manner specified below:
  1. General Use. The Software is designed to enhance the management and operation of businesses. You are licensed to use the Software solely for the internal management and operation of the business or businesses for which you have licensed the Software (the “Business(es)”), in accordance with the underlying purposes of the Software.
2. 1. Limitation of License. You will not directly or indirectly do any of the following:
    1. assign, sublicense, or transfer your rights under this License to any other person or entity, except as expressly provided in Section H below;
    2. copy, modify, adapt, or create derivative works of the Software;
    3. reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to derive the source code for the Software, unless expressly permitted by applicable law;
    4. make the functionality of the Software available to third parties, unless expressly authorized by Go Accelerate in writing;
    5. remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices, or other marks on or within the Software;
    6. allow a third party to Use the Software, unless expressly authorized by Go Accelerate;
    7. use the name of Go Accelerate or any of its affiliates to endorse or promote products derived from the Software, unless expressly authorized by Go Accelerate in writing;
    8. violate or breach any security or authentication measures used by Go Accelerate;
    9. use, or facilitate the use of, the Software for any illegal, harmful, fraudulent, infringing, or offensive activities, or enter, upload, store, display, distribute, or otherwise make available content that is illegal, harmful, fraudulent, infringing, or offensive. Prohibited content includes but is not limited to content that infringes the intellectual property or proprietary rights of others; content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, such as content that constitutes child pornography; and content that may damage, interfere with, intercept, or harm any system, program, or data, such as viruses, worms, and Trojan horses.
  2. Third-Party Use. In the event Go Accelerate authorizes a third party to Use the Software in accordance with Section A.2(a)(vi), such third party’s Use and continued Use of the Software shall be subject to the following conditions: (i) the Use must be solely on User’s behalf; (ii) the Use must be for the benefit of User and/or the Business(es); and (iii) the Use must be in compliance with this License. If a third party’s Use fails to meet any of these conditions at any time, Go Accelerate’s authorization of such third party’s Use will be automatically revoked. You agree that you are liable for any breach of this License by that third party.
3. Termination of License. This License will terminate immediately: (a) upon termination or cancellation of your subscription to the Software; (b) upon your breach of or failure to comply with this License in whole or in part; (c) in the event you fail to pay any applicable fees associated with this License and fail to cure the payment breach within thirty (30) days of notice; or (d) in the event Go Accelerate determines, in its reasonable discretion, that you are exceeding the scope of the limited license set forth in this Section A. The rights of Go Accelerate under this Section A are in addition to any other rights and remedies permitted by law or under this License.
OWNERSHIP
You shall have no right or license other than the rights expressly granted in Section A.1 above, and no other right or license shall be implied by conduct or otherwise. Except to the extent that a third party’s materials or property are included in the Software, and this third party has proprietary interests in such materials or property, Go Accelerate retains all proprietary rights, title, and interest in and to the Software, including any copies, improvements, enhancements, derivative works, and modifications thereof.
CONFIDENTIALITY
Confidential Information” means all trade secrets, know-how, software (including the Software and any content contained therein), and other financial, business, or technical information of Go Accelerate or any of its authorized resellers or distributors. You shall not disclose or cause to be disclosed in whole or in part any Confidential Information to any third party or use the same, except as expressly permitted under the terms of this License and applicable law. You shall protect the confidentiality of Confidential Information with the same degree of care, but no less than reasonable care, as you would use to protect your own or your business’s confidential information of like nature.
WARRANTIES, LIMITATION OF LIABILITY, AND DISCLAIMER
1. General Limitation
  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY GO ACCELERATE ARE PROVIDED "AS IS" AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GO ACCELERATE EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, OR OTHER TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE EXTENT NOT PROHIBITED BY LAW, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AN APPROVED SOURCE SHALL CREATE A WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND THE CONTENT WITHIN IT MAY HAVE DEFECTS, DEFICIENCIES, OR ERRORS WHICH MAY NOT BE CORRECTED BY GO ACCELERATE.
2. Limitation of Liability
  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF GO ACCELERATE FOR ANY CLAIM FOR DAMAGES UNDER ANY LEGAL THEORY SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR YOUR SUBSCRIPTION TO THE SOFTWARE FOR THE PERIOD DURING WHICH THE EVENT COMPLAINED OF OCCURRED.
  
  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GO ACCELERATE BE LIABLE FOR the following DAMAGES, regardless of the theory of liability (WHETHER IN TORT, CONTRACT, OR OTHERWISE) OR WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF GO ACCELERATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (A) INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES; (B) LOSS OR CORRUPTION OF DATA OR INTERRUPTED OR LOSS OF BUSINESS; OR (C) LOSS OF REVENUE, PROFITS, GOODWILL, OR ANTICIPATED SALES OR SAVINGS.
3. No Obligation of Go Accelerate. Go Accelerate is not obligated by this License to continue making the Software available online for any period of time whatsoever, or to provide any support services for the Software.
SUBSEQUENT CHANGES; USER FEEDBACK; USER DATA
1. New Functions or Features. From time to time, Go Accelerate may, but shall have no obligation to, add new functions or features to the Software or make new services available to you.
2. Changes in Terms and Conditions. Go Accelerate reserves the right, at any time and from time to time, to modify this License and to impose new or additional conditions on your use of the Software. Such modifications and conditions will be effective immediately and incorporated into this License. Your continued Use of the Software will be deemed to constitute your acceptance of any and all such modifications and conditions.
3. User Feedback. You agree that Go Accelerate may use any feedback, ideas, critiques, or recommendation you provide hereunder for Go Accelerate’s business purpose, including for Software support and development, without any obligation or payment to you of any kind.
4. User Data. “Data” means any data that you (or any person validly acting on your behalf) enters or uploads in connection with the Software, including any data offered in connection with any of the Business(es). “Deidentified” means data that has been processed to remove, hide, encrypt, anonymize, or aggregate identifying information such that one could not, using reasonable efforts, link such information back to an individual User. For the avoidance of doubt, Deidentified Data may include data that identifies individual entities and businesses; such data shall not, however, personally identify any individual persons. You agree that Go Accelerate may collect and maintain any Data that you (or any person validly acting on your behalf) provides. Go Accelerate will protect the confidentiality of the Data in accordance with applicable law and with the same degree of care, but no less than reasonable care, as Go Accelerate uses to protect its own information of like nature. Only staff members of Go Accelerate with a reasonable need to know and/or use the Data shall receive access to the same. Notwithstanding the foregoing, you grant Go Accelerate the irrevocable, perpetual, transferrable right to use, publicly disclose, commercialize, profit from, assign, convey, sell, lease, license, or transfer any Deidentified Data.
EFFECT AND TERM OF LICENSE
1. Effect of License
  This License constitutes the complete understanding of the parties and supersedes any prior understanding or agreement, oral or written, relating to the Software. No waiver of any provision shall be valid unless in writing and signed by all parties. Nothing in this License or any other agreement between the User and Go Accelerate is intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship.
2. Term
  This License is effective as of the first date you Use the Software by logging in and acknowledging that you have read and agreed to the terms and conditions of this License. This License will terminate in accordance with Section A.3. Upon termination of this License for any reason, neither you nor any third parties authorized to act on your behalf (in accordance with Section A.2(a)(vi)) shall have any right to use the Software and you agree to cease all use whatsoever of the Software and to ensure that all third-party use similarly ceases.
  
  Termination of this License by Go Accelerate in accordance with its terms shall not give rise to any right on your part (or on the part of any valid third party) to recover damages or to indemnification of any nature or kind, regardless of whether any Business(es) depend on timely and continuous access to the Software.
CHOICE OF LAW; SEVERABILITY; REMEDIES
This License and all related disputes shall be governed by the laws of the State of Nebraska and controlling US law, without giving effect to any choice-of-law rules that may require the application of laws of another jurisdiction. Should any provision of this License be found to be void, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Regardless of the above governing law, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights.

Unless specifically provided otherwise, each right and remedy in this License is in addition to any other right or remedy, at law or in equity. You agree that, in the event of any breach or threatened breach of Sections A, B, or C, Go Accelerate will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, Go Accelerate shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.
NON-ASSIGNABILITY AND NON-WAIVER
Neither this entire License, nor any portion thereof, may be assigned, sublicensed, rented, leased, distributed, or transferred by you without the prior written permission of Go Accelerate. Any such assignment or transfer in violation of this Section H shall be null and void. Go Accelerate may assign and/or delegate the rights and/or obligations of this License, in whole or in part, in its sole discretion. The failure of Go Accelerate to enforce any provision of this License shall not be deemed a waiver of Go Accelerate’s right to enforce that provision or any other provision.
INDEMNITY
You shall indemnify, hold harmless, and defend Go Accelerate from any and all third-party claims, liabilities, damages, expenses, costs, penalties, and fines (including reasonable attorneys’ and expert fees) arising from (a) your Use of the Software; (b) permitted third-party Use of the Software (in accordance with Section A.2(a)(vi) of this License); or (c) your failure (or the failure of any third party authorized to act on your behalf) to comply with the terms of this License.
EXPORT
The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use.
NOTICES
Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed email, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested. Notices shall be delivered to the address specified by you when you subscribe to the Software, or to the address below for Go Accelerate, as the case may be, or at such other address designated in a subsequent notice. Consents and approvals required under this License may be provided electronically, if they are provided in a jurisdiction that recognizes electronic signatures as enforceable under the particular circumstances.

Go Accelerate, LLC
1248 ‘O’ Street, Suite 1140
Lincoln, NE 68508
All notices shall be in English, effective upon receipt or, if refused, three (3) business days after being sent as set forth above.
ACKNOWLEDGMENT
You acknowledge that (a) you have read and understand this License; (b) you have had an opportunity to have legal counsel review this License; and (c) this License has the same force and effect as a signed agreement.
SURVIVABILITY
Sections A.2(b), B, C, D, E.3, E.4, G, H, I, J, K, and L will survive the termination or expiration of this License.