Legal

TERMS OF USE

Welcome and thank you for your interest in eGent Limited, a Colorado limited liability company, and our website at www.eGent.pro (hereafter “eGent” or “our”, “we” or “us”). 

These Terms of Use, License Agreement, and Privacy Policy (collectively “Terms”) constitute a binding legal agreement between eGent and you (the website user), superseding any and all other negotiations or agreements unless such agreements are more protective of eGent’s rights. eGent hereby reserves any rights not specifically granted to you.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY USING OUR SERVICES, INCLUDING ACCESSING OUR SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE, LICENSE AGREEMENT, AND PRIVACY POLICY (COLLECTIVELY “TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE, VIEW, OR OTHERWISE ACCESS OUR SERVICES.

Table of Contents

• Evaluation License

• Definitions

• Revisions to Terms

• Services

• License

• Limitations on License

• Bugs and Errors/Updates

• Eligibility

• Accounts and Registration

• Payments

• Validity of Content

• User Content/Limited License

• Images

• User Content Representations and Warranties

• Use of Name/Likeness

• Refusal of Service/Right to Terminate

• Copyright

• Trademarks

• Improvements

• Intellectual Property Violations

• Relief for Breach

• Third-Party Relationships

• Links/Third-Party Products or Services

• Representation of Condition

• Disclaimers

• Electronic Communications

• Indemnity

• Choice of Law/Applicable Laws

• Severability

• Notices

Evaluation License. These Terms apply equally to any evaluation license or free trial period. If you are using our Services for testing purposes, for evaluation purposes, or under a free trial period, your use of our Services is only permitted for the stated time period. Such evaluation or free trial period is provided “AS-IS” without indemnification, support, or warranty of any kind, expressed or implied.

Definitions. As used in these Terms, the words below have the following meanings:

• “Claim” or “Claims” means any disagreement, controversy, dispute, demand, cause of action, litigation, or other legal proceeding, in equity or law, whatsoever.

• “Images” has its ordinary and commonly understood meaning and includes, without limitation, reproductions of photographic stills, graphics, audio-visual materials, video materials, or some combination thereof.

• “Information” means any materials, whether text, audio, or Images, including without limitation, software, associated code, documentation relating to use of the software, logos, icons, tutorials, and designs, whether provided by us, our licensors, or end users.

• “Personal Data” is defined differently depending where you reside. If you reside in the United States, to the extent appropriate under applicable laws, Colorado law controls in these Terms.

• Services means any and all offerings from us to you, including the Site and any and all products, software, maintenance, if agreed upon by further agreement, installation, help-desk or other support, or other products and services we may offer or provide at any time.

• Site means www.eGent.pro/ and all pages associated with this domain name.

Revisions to Terms. We reserve the right to revise, amend, modify, or replace these Terms, our Site, and our other policies and agreements at any time and in any manner. The most current version of our Terms is available on this page of the Site and shall supersede all previous versions. Any revision will have a new “Updated on” at the beginning or end of these Terms. As such, you should review our Terms periodically. If you disagree with the Terms, or changes to the Terms, your only recourse is to discontinue your access and use of our Services.

Services. We will use industry-standard procedures to develop, provide, distribute and license our Services. Please consult our Disclaimers. Services may include, without limitation:

• Access to our www.eGent.pro/ Site and all related pages,

• Access to cloud-based software as a service and downloadable mobile or desktop applications, and

• Related merchandise, reports, and products.

We make no promise to continue to provide our Services and may cease to offer, support, maintain, or update our Services in our sole discretion, which cessation shall not be a breach of this or any other agreement with may have with you.

License. Subject to these Terms and any other agreement we may have with you, in return for your payment of any required subscription or license fees, we grant you a terminable, worldwide, non-exclusive license to use our eGent™ software for its normal and intended purposes.

Limitations on License. Unless you purchase or license a subscription to our Services, we authorize you to view Information on the Site only for your personal, non-commercial use. We retain all intellectual property rights to our Services, including without limitation, copyright and trademark rights. We consider our Site unpublished as we do not permit downloads. Without limiting our rights to our intellectual property, as that term is commonly understood, whether you license our Services or simply access our Site, you may not:

• Use our Services for any illegal purpose whatsoever, or in violation of any local, state, national, or international law or regulation,

• Violate or encourage others to violate the rights of third parties,

• Post, upload, or distribute any User Content (defined herein) that is unlawful, defamatory, libelous inaccurate, or that a reasonable person could deem objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate,

• Interfere with the operation of our Services or any user’s enjoyment of our Services in any manner,

• Make unsolicited offers or advertisements to other users,

• Attempt to collect Personal Data about users or third parties without their consent,

• Modify the Information within our Services in any way (except as specifically permitted),

• Download, reproduce, rent, sell, publicly display, perform, distribute, or otherwise use Information within our Services for any public or commercial purpose except as specifically permitted,

• Use any Information within our Services on any other website or networked computer environment for any purpose,

• Circumvent, remove, alter, deactivate, degrade, or thwart any of our Services’ content protections,

• Frame or utilize any framing techniques to enclose any eGent trademark, logo, or other proprietary information (including images, text, page layout, or form) without our express written consent,

• Purchase search terms or use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent, 

• Attempt to hide your identity, or

• Use any robot, spider, automated technology, device, or manual process to monitor or copy our Informationor use any of the same to interfere, or attempt to interfere, with the operation of our Services.

Any unauthorized use of our Services may violate copyright, trademark, and other applicable federal, state, or local law, regulation, ordinance, or treaty. We retain all rights not expressly granted; and nothing in these Terms constitutes a waiver of any of our rights in law or in equity. Nothing in these Terms should be construed as conferring by implication, estoppel, or otherwise, any license or right under or to any intellectual property right, including without limitation, any eGent or third-party patent, trademark, service mark, and copyright rights, whether registered or not, and whether or not registrable. 

Bugs and Errors/Updates. We agree to (a) provide updates to our Services to the extent errors or bugs are discovered, (b) notify you of any material errors reasonably discovered, i.e., those errors that that would cause our Services to fail in their intended purposes, and (c) if such errors are not capable of being repaired, we will reasonably provide notice to you. Your sole remedy for our failure to repair a material error is to stop using our Services. Failure to repair bugs or errors is not a breach of these Terms

You grant us permission to install upgrades, updates, and improvements to Services that are purchased, licensed, downloaded, used for evaluation, or leased from us in our sole reasonable discretion.

Eligibility. Our Services may be accessed by children, but we do not knowingly allow children to purchase, license, or lease Services or to provide User Content without parental permission. You must be the age of majority in the jurisdiction in which you reside.

By agreeing to these Terms, you represent and warrant to us that: (a) you are the age of majority in your jurisdiction, or are not under eighteen (18) if you reside in the U.S., and are competent to agree to these Terms; (b) you have not previously been suspended or removed from using our Services; and (c) your use of our Services is in compliance with any and all applicable laws. If you are using our Services on behalf of a company or organization, you represent and warrant that you have the authority to bind such company or organization to these Terms.

Accounts and Registration. Certain features of our Site do not require an account. You may be required, however, to register for an account to use other features of the Site, including, for example, purchasing Services, or uploading information, content, or commentary. When you register for an account, you may be required to provide us with some information about yourself (such as your e-mail address or other contact information). You agree that the information you provide to us is accurate and that you shall keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. If so, you are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. You may not use anyone else’s user name, password, or account at any time. We cannot and shall not be liable for any loss or damage arising from your failure to comply with these obligations.

We may, now or in the future, permit you to register for an account or log into the Site through certain third-party social networking services, such as Facebook, Twitter, and/or Google (individually, a “Linked Account”). By registering for, or logging into, the Site with a Linked Account, you agree that we may access and use any account information from the Linked Account that you have configured to be made available to third parties in this manner, and you agree to the Linked Account’s terms of use regarding your use of the Site via the Linked Account. If you have reason to believe that your account is no longer secure, you must immediately notify us at support@eGent.pro.

Payment. We may, now or in the future, allow you to make payments to us for our Services. If you make such a payment, We shall bill charges through the payment method specified in your account or as otherwise specified by you, for example, a credit card. You authorize such credit card account to pay any amounts so paid by you and authorize us (and our authorized payment processors) to charge all sums described and authorized to such credit card account. You agree to provide us with updated information regarding your credit card account upon our request and any time the information earlier provided is no longer valid. To the extent we have knowledge of any request for disclosure of your Personal Data relating to payments to a governmental authority or legal process, We will notify you at your last-known address. Any payment to us for Services is NONREFUNDABLE and is due prior to delivery of any Services to you. Payment is due in U.S. dollars.

Validity of Content. Unless you log into our Services, our Site is merely informational in nature. We may make changes to the Information on the Site at any time without notice, however, we make no commitment to update the Site or Information for any reason. In addition, Information may be out of date, inaccurate, or incomplete, or contain errors or omissions. Any changes or failure to make updates shall not be considered evidence of improper action, a breach of these Terms, or grounds for an actionable Claim, including for attorneys’ fees and costs, against us in any manner. Further, the Site and Information thereon shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. Information published on the Site may refer to Services that are not available in your country or state. Consult your eGent business contact for information regarding the Services that may be available to you.

User Content/Limited License. For clarification, User Content includes, without limitation, Images, testimonials, commentary, and database information. If you upload or provide us with any User Content, you hereby grant us a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, re-use, publish, re-publish, host, store, transfer, display, perform, reproduce, modify, and distribute User Content, in whole or in part, in combination with other information, in any form and formats now known or hereafter developed and through any media channels now known or hereafter developed without any financial compensation paid to you. This license shall continue for 5 years from the date of your transmission of User Content to us, automatically renewing for additional 5-year periods unless you terminate the license 120 days prior to the end of a license period by written notice to us at legal@eGent.pro.

Further, you grant us a similar license, that shall be non-terminable, to use personally identifiable User Content (a) for internal business purposes to improve our Services generally, and (b) to advertise our Services if such User Content is publicly available through other avenues.

Images. In return for using our Services, you grant us worldwide, non-exclusive, royalty-free license to Images uploaded into our eGent™ software for any and all purposes. You understand and agree that we may (a) modify and distribute your Images, in whole or in part, in combination with other printed, electronic, or multimedia materials, in any form and formats now known or hereafter developed, and through any media channels now known or hereafter developed, without any compensation to you for any purpose whatsoever; (b) we may use such Images in composite or distorted character or form, without restriction as to changes or alterations, in conjunction with your own or a fictitious name, or utilize reproductions thereof in color or otherwise, whatsoever. You hereby release, discharge, and agree to save eGent harmless from any liability whatsoever for any Claims, including attorneys’ fees and costs, by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the use of said Images or in any subsequent processing thereof, as well as any publication thereof, including, without limitation, any Claims for libel, false light, invasion of privacy.

User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. You represent and warrant that:

• You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize eGent to use and distribute, your uploaded User Content in order for eGent to exercise the licenses granted by you herein and in the manner contemplated by these Terms, and

• Your uploaded User Content, and the use of User Content as contemplated by the Terms, does not and shall not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) slander, defame, harass, or libel any third party. You hereby indemnify and hold us harmless from any liability for any third-party Claims, including attorneys’ fees and costs, related to User Content uploaded by you and our use thereof.

Use of Name/Likeness. By using our Services, you hereby agree that eGent may use your name, likeness, and User Content for advertising purposes on the Internet, in print advertising, and any other advertising medium now known or hereafter developed, without further compensation to you. You agree to promptly execute a further “model release” or other documentation as we reasonably request to fulfill the intent of this paragraph without additional financial compensation.

Refusal of Service/Right to Terminate. We reserve the right to terminate your access to the Site for any reason or no reason whatsoever at any time. Further, you understand and agree that we have the right to refuse to provide Services to you or any other individual for any reason in our sole discretion. Such alteration in Services or refusal to provide Services shall not be a breach of these Terms or any agreement with you and shall not subject eGent to any liability for Claims, including attorneys’ fees and costs, without limitation, even if you or any other third party suffers damages. 

Copyright. The Information within our Services (including on our Site) is copyrighted and owned solely by, or is licensed from others to, eGent. Any unauthorized use of any Information may violate U.S. Copyright laws, as well as other applicable federal, state, or local laws, regulations, ordinances, and treaties. You may not use any of our copyrighted Information without our written permission. In some instances, specifically quoted legislation or regulations are not protected by copyright. If no copyright notice appears with such legislation or regulation, that material is in the public domain and you are free to use it without our permission. Please understand that we claim copyright to the form and format and manner in which the publicly available legislation or regulation appears. You may not use any of our copyrighted form and format without our written permission.

Trademarks. We own the following trademark(s) and trade name(s), whether registered in the U.S., elsewhere in the world, or utilized at common law:

This list may not be complete and we may own additional trademarks or service marks that are not listed herein. If you have questions about our marks or names, please contact legal@eGent.pro. You may not use any of our marks without our written permission.

Improvements. In the event you think of or create any modifications, improvements, or revisions based upon or derived from our Services (collectively “Derivative Works”), you agree: (a) to promptly notify us of any such Derivative Works, providing all appropriate information for us to develop and utilize such Derivative Works by contacting support@eGent.pro, and (b) without the necessity of further agreement, to assign to us all rights, title, and interest in any such Derivative Works. You agree to promptly execute all documents, prepared at our expense, that are reasonably necessary to reflect this assignment without any further consideration.

Intellectual Property Violations. In the event you believe your intellectual property rights have been violated, please contact legal@eGent.pro and provide us with all of the following information:

• Your, or your authorized agent’s, physical or electronic signature as the intellectual property owner,

• Identification of the intellectual property claimed to have been infringed or, if multiple materials are infringed, identification of a representative list of such works, including a link to the original work and any registration certificates if available,

• Identification and location of the infringing material within our Services,

• Your contact information, including name, physical and email addresses and telephone number(s),

• A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the intellectual property owner, your agent, or the law, and

• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the intellectual property owner (if filed by an agent).

Note, we require all of the above information. If you send us incomplete information, we will not be able to process your request. we will return your request, indicating what information is missing by checking one or more of the items as detailed above.

Relief For Breach. We reserve all rights and remedies at law and equity in the event you breach any of these Terms or violate our rights in any manner. You agree that we may proceed with such injunctive or other equitable relief as may be available to prevent your breach and, in addition, may pursue an action to recover damages. You agree that, because of the difficulty in measuring damages in connection with any misappropriation or theft of our confidential and proprietary information, copyrighted information, or other intellectual property, as that term is commonly understood, you shall be liable to pay us $1,500.00 (fifteen hundred dollars) USD for each unauthorized use of our proprietary information or intellectual property materials per year excluding interest, collection expenses, attorneys’ fees, and all costs provided your misuse was innocent. If we learn you, directly or indirectly, have cloned or are using a clone of our Site, or have intentionally or recklessly utilized our Site or our intellectual property, in whole or in part, for your own or a third party’s use, for any reason, you shall be liable to pay us a minimum of one hundred fifty thousand dollars ($150,000.00) USD excluding interest, collection expenses, attorneys’ fees and all costs. You agree that such amounts are not punitive in nature but are necessary in order to protect our proprietary rights and are in the nature of liquidated damages.

Third-party relationships. We may have agreements with other entities, which entities may change without notice and with which we conduct business. We use third-party entity names with permission. We do not grant you any rights to further use such third-party entity names without our written permission.

Links/Third-party Products or Services. Any reference or link to another website, product, service, or entity does not necessarily constitute or imply any ownership, sponsorship, endorsement arrangement, or any other relationship with us. We make no representation regarding these third parties and have no control over how third parties use your information, their use of “Cookies,” or the safety of content on their websites. Further, the views and opinions expressed in any referenced link or User Content do not necessarily state or reflect our views or opinions. Please consult our Privacy Policy regarding Linked Sites. Should you be directed to a third-party website, we disclaim any and all liability whatsoever (as more specifically detailed by our Disclaimers). Should you have any questions regarding these third parties, the information shared, or do not wish to have your information shared with such third parties, please contact support@eGent.pro.

Representation of Condition. You understand and agree that use of our Services involves some risk of generating or increasing a physical injury or aggravating a pre-existing physical condition. Accordingly, you hereby assume all risks of use of our Services and waive any and all Claims, including any attorneys’ fees and costs, against eGent as a result of any injury or condition that may result from such use. You further hold eGent harmless and release us from any and all Claims, including attorneys’ fees and costs, arising out of any damage, loss, or injury to you, your family members, heirs, successors, employees, customers, potential customers, or independent contractors, whether such loss, damage, or injury results from our negligence or from any other cause. This waiver and release from liability shall apply for all periods during or after your use of our Services.

Disclaimers/Limitation Of Liability. eGent assumes no liability for your activity in connection with your use of our Services whatsoever.

Statements detailed by us may be statements of future expectations and other forward-looking statements that are based on our current view and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those expressed or implied. Our Site shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.

THE INFORMATION ON, AND SERVICES ADVERTISED BY, THE WWW.EGENT.PRO/ SITE ARE PROVIDED BY EGENT ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, EGENT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) WARRANTIES OF MERCHANTABILITY, (B) FITNESS FOR A PARTICULAR PURPOSE, (C) EXPECTED OR INTENDED RESULTS OF ANY INFORMATION, AND (D) NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

FURTHER, EGENT DOES NOT GUARANTY OR WARRANT, AND DISCLAIMS ANY AND ALL LIABILITY FOR, YOUR INABILITY TO USE OUR SITE OR OUR SERVICES FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, DEFECTS IN THE ACCURACY OR COMPLETENESS, DELAY OR FAILURE OF IN SHIPMENT OR TRANSMISSION, ERRORS OR OMISSIONS, PROBLEMS WITH THIRD PARTIES WITH WHOM EGENT CONDUCTS BUSINESS, RECOMMENDATIONS BY EGENT, INCOMPATABILITY WITH OPERATING SYSTEMS, AND ANY LOSSES OR DAMAGES WHATSOEVER ARISING FROM THE SERVICES.

IF YOUR USE OF OUR SERVICES RESULTS IN THE NEED FOR MEDICAL ATTENTION FOR YOU, YOUR FAMILY MEMBERS, HEIRS, AGENTS, AFFILILIATES, SUCCESSORS, ASSIGNS, OR YOUR EMPLOYEES’ EMPLOYERS, CUSTOMERS, POTENTIAL CUSTOMERS, OR INDEPENDENT CONTRACTORS, OR OTHERS AT YOUR DIRECTION, YOU ASSUME ALL LIABILITY, INCLUDING ATTORNEYS’ FEES AND COSTS THEREOF, WITHOUT ANY RIGHT OF CONTRIBUTION OR RECOVERY FROM EGENT.

EXCEPT AS SPECIFICALLY AGREED UPON BY US IN WRITING, IN NO EVENT SHALL EGENT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHATSOEVER, WITH RESPECT TO OUR SERVICES PROVIDED OR THAT ARE OFFERED OR FROM THIRD PARTIES.

IN THE EVENT OUR SERVICES ARE ACCESSED, UTILIZED, PURCHASED, OR LICENSED FROM EGENT IN A JURISDICTION THAT DOES NOT PERMIT ALL OR A PART OF THESE DISCLAIMERS, THE MAXIMUM AMOUNT RECOVERABLE FOR ANY CLAIM, INCLUDING ATTORNEYS’ FEES AND COSTS, SHALL BE RESTRICTED TO THE AMOUNT PAID DIRECTLY TO EGENT FOR THE SERVICES, IF ANY, THAT ARE THE SUBJECT OF THE JUDGMENT OR $50.00 U.S., WHICHEVER IS LESS.

SIMPLE VIEW: NOTHING HEREIN SHOULD BE CONSIDERED AS, AND EGENT CANNOT PROVIDE, LEGAL ADVICE. EGENT HAS NOT BEEN APPROVED BY ANY U.S. FEDERAL OR STATE REGULATORY AGENCIES. IF YOU HAVE QUESTIONS REGARDING A PROPERTY OR ANY REAL ESTATE TRANSACTION, PLEASE CONTACT A QUALIFIED LEGAL PRACTITIONER.

Electronic Communications. By using our Services or contacting us for further information, you consent to receiving our electronic communications. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically shall satisfy all legal communication requirements, including that such communications be in writing. Should you wish to opt out of e-mail communications, except for legal notices, please let us know by contacting support@eGent.pro. We will work to remove your e-mail from our database for such e-mails in a reasonable manner. Notwithstanding, our failure (or delay) to comply with your opt-out request shall not be considered a breach of these Terms.

Indemnity. You agree to hold harmless and indemnify eGent from and against any third-party Claims arising in any way from or related to (a) your access, use, purchase, or license of our Services or (b) your acts or omissions, any of (a) or (b) which cause damage to such third party, whatsoever, including attorneys’ fees and costs. 

Choice of Law/Applicable Laws. By providing us with User Content or using our Services any manner, you agree that any legal problems or issues arising as a result of our Services or these Terms are subject to the laws of the State of Colorado, U.S.A., unless U.S. Federal laws apply, without giving effect to any principles of conflict of laws. Only the District Courts in the county in which eGent has its principal place of business or the U.S. District Court of Colorado shall have jurisdiction over matters concerning our Services or the subject matter of these Terms. Further, you and eGent expressly and irrevocably consent to the personal jurisdiction and venue in these courts for any violation of these Terms. You also agree that, in any Claim with eGent, you shall only assert Claims in an individual (non-class, non-representative) basis, and that you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself.

We administer our Services from our offices in Colorado, USA. we make no representation that our Services are appropriate or available for use outside the United States, and access to our Services from territories where its content is illegal is prohibited. If you choose to access our Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable federal, state, or local laws, regulations, ordinances, and treaties.

Severability. If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and shall remain in full force and effect.

Notices. Any notice, request, demand, or other communication related to the subject-matter of these Terms must be in writing and will be deemed sufficiently given upon delivery if mailed by U.S. mail, postage pre-paid or by hand delivery. All such notices will become effective on the date of receipt.

Any notice to eGent should be provided to:

eGent Limited

Telephone: 1-833-MYEGENT (693-4368)

Questions or comments regarding these Terms may be sent to:

support@eGent.pro

(for questions regarding our Services)

legal@eGent.pro

(for legal issues or questions regarding these Terms (including our License Agreement and Privacy Policy) 

Survival. All terms herein, including our License Agreement and Privacy Policy, survive termination of your use of our Services.

Updated February 12, 2020

END USER LICENSE AGREEMENT

THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”) GOVERN YOUR USE OF ANY eGENT™ SOFTWARE, REGARDLESS OF ANY TERMS THAT MAY APPEAR DURING ACCESS AND USE.

IMPORTANT-READ CAREFULLY: BY ACCESSING OR USING THE SOFTWARE, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT ACCESS OR USE THE SOFTWARE.

IF YOU AGREE TO ALL TERMS, CLICK “I ACCEPT” AFTER READING THIS AGREEMENT.

EVALUATION LICENSE. If you are licensing any eGENT™ Software (the “Software”) for evaluation purposes, your use of the Software is only permitted in a non-production environment and for the period limited by the License Key. Notwithstanding any other provision in this EULA, an Evaluation License for Software is provided “AS-IS” without indemnification, support, or warranty of any kind, expressed or implied.

DEFINITIONS.

1.1    “Claim” or “Claims” means any disagreement, controversy, dispute, demand, cause of action, litigation, or other legal or equitable proceeding whatsoever, regardless of where brought and including, without limitation, any Claim including any claim raised in a court, in arbitration, or in mediation.

• “Documentation” means any written or electronic material, if any, that eGent Limited provides to you with the Software as revised by eGent Limited from time to time, and that may include end user manuals, operation instructions, guides, release notes, and on-line help files regarding Software use.

• “Intellectual Property Rights” means all worldwide intangible property rights as that term is commonly understood, including, without limitation, copyrights, trademarks, service marks, confidential information, trade secrets, know-how, inventions, patents, patent applications, moral rights, and all other intangible proprietary rights, whether registered, registrable, or unregistered.

• “License” means the limited rights granted under Section #2 herein.

• “Open Source Software” or “OSS” means software components that may be embedded in the Software and provided under separate license terms, which can be found either in the open_source_licenses.txt file (or similar file) provided within the Software or at https://egent.pro/Downloads/.

• “Purchase Order” means the ordering or purchasing document you issue to eGent Limited or is issued by an eGent Limited authorized reseller and is accepted by eGent Limited. No Purchase Order term that conflicts with this EULA shall be valid unless specifically accepted, in writing, and signed by eGent Limited.

• “Software” means the computer program(s) you license from eGent Limited or its agents that is/are not licensed or sublicensed from a third-party, including incorporated code.

• “Territory” means the country or countries in which you have been invoiced.

• “License Key” means a serial number that enables you to activate and use the Software.

• "eGent” means eGent Limited, a Colorado, U.S.A., limited liability company. 

• The terms of this Section #1 and all subparagraphs shall survive termination of this EULA.

LICENSE.

• Individual License. Once you accept this Agreement, eGent Limited (hereafter “We,” “Us” or “Our”) will provide you (or your employer) with a username and a password to use eGENT™ Software for its normal and intended purposes for internal business purposes or home-use (depending on the parties’ agreement) only. This ability to use eGENT™ is known as a license. The license is non-exclusive and terminable. We may terminate this license if you fail to abide by all terms of this Agreement. eGENT™ updates, modifications, enhancements or new versions, if We provide any to you, will also be subject to this Agreement.

• Single Computer. Unless We agree to provide you with multiple licenses by separate Purchase Order, you, a single individual, may only use Software yourself (and not with multiple users), however, you may access and use Our cloud-based Software from any computer or other electronic device that supports such Software.

• Downloads. The same license terms apply regardless of whether the Software is, or is capable of being, downloaded and installed on a device or utilized without downloading it (cloud-based).

• Acceptance. By using the Software, you accept this License and all terms of this EULA.

• Archival Copying Permitted. As the Software is only available through access to a cloud-based program, no archival copying is permitted.

• Benchmarking. You may use the Software to conduct internal performance testing and benchmarking studies. You may not publish any performance tests or benchmarking studies except for internal publication to your employees or to provide a copy to Us.

• Open Source Software. Notwithstanding anything herein to the contrary, Open Source Software, if any, is licensed to you under such OSS’s own applicable license terms, which can be found in the open_source_licenses.txt file, the Documentation,  https://www.eGent.pro/Downloads/  or at the applicable Internet site for such OSS. These OSS license terms are consistent with the license granted in Section #2, and may contain additional rights benefiting you. As to OSS solely, the OSS license terms shall take precedence over this EULA to the extent that this EULA imposes greater restrictions on you than the applicable OSS license terms. To the extent any OSS license requires eGent to make the corresponding source code and/or modifications (the "Source Files") available to you, you may obtain a copy of the applicable Source Files from eGent’s website at https://www.eGent.pro/Downloads/.. All requests should clearly specify: Open Source Files Request, Attention: Legal Department. This offer to obtain a copy of the Source Files is valid for three years from the date you first acquired (including subscriptions) the Software.

• Additional. You further agree that you shall:

• Abide by all applicable local, state, national, and international laws and regulations,

• Reproduce and display all Legends on authorized copies of Software reports and related materials, if any, and

• Promptly notify Us by email at the customer support email address provided to you of any unauthorized Software use or your (either individual or entity as applicable) License Key, passwords, or login IDs.

LICENSE RESTRICTIONS.

• You agree to abide by the following restrictions now and after your Software License ends. We may interrupt or cancel your access to the Software if you fail to abide by these restrictions or any terms of this EULA, which cancellation or interruption shall not be a breach of this EULA. Without Our prior written permission:

• You shall not change, modify, enhance, or adapt Software in whole or in part,

• You shall not reverse assemble, decompile, disassemble, re-engineer, or reverse compile Software in whole or in part,

• You shall not violate or circumvent any technological restrictions within the Software,

• You shall not share your License Key or password, if any, to access Software with anyone other than your systems administrator,

• You shall not sub-license or distribute the Software or Documentation except as permitted herein,

• You shall not remove or alter any Intellectual Property or other notices, disclaimers, or other legends (collectively “Legends”) contained in Software or appearing on any Software screens, Documentation, reports, numeric results, or other materials,

• You shall not provide Software to any third-party or support any third-party’s operations through the access and/or use of Software except as permitted herein or specifically authorized by Us in writing,

• You shall not attempt to access any of Our systems, programs, or data that are not specifically Licensed to you or otherwise made available by Us for your use,

• You shall not copy, reproduce, republish, upload, post, transmit, license, sublicense, rent, lease, assign, or distribute Software, or any portion thereof, or facilitate or permit a third-party to do so,

• You shall not use any device or software to interfere or attempt to interfere with the proper operation of Software,

• You shall not ship, transmit, transfer, or export Software into any country or use Software in any manner prohibited by United States export laws, restrictions, or regulations,

• You shall not modify or prepare Derivative Works (as that term is defined by U.S. Copyright law as amended from time to time) of the whole or any part of Software,

• You shall not publicly display Software, directly or indirectly, without Our written permission,

• You shall not transmit Software electronically or allow access to Software over a network or a public computer-based information system that permits access to a greater number of users than licensed by you or your employer,

• You shall not use Software in multiple computer or multiple user arrangements unless that use is covered by a separate License for each computer or user,

• The terms of this Section #3 and all subparagraphs shall survive termination of this EULA.

DECOMPILATION.

Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the Territory give you the express right to do so to obtain information necessary to render the Software interoperable with other software you License or own for internal use; provided, however, you must first make a request to Us and provide all reasonably requested information to allow Us to assess your request. We may, in Our discretion, either provide such interoperability information to you, impose reasonable conditions, including a reasonable fee, on such use of the Software, or offer to provide alternatives to ensure that Our proprietary rights in the Software are protected and to reduce any adverse impact on Our proprietary rights.

REVISIONS.

• We reserve the right to modify, discontinue, delete, or restrict any Software aspect or feature without notice or liability to you. We will, however, make commercially reasonable efforts to provide you with prior notice of Software alterations. We also reserve the right to change this EULA at any time and in any manner.

• The most current version of this EULA is available on Our website at https://www.eGent.pro/legal/ and shall replace all previous versions. As such, you (or your employer) should review this EULA periodically. Your only recourse, if you disagree with this EULA at any time, is to discontinue your use of Our Software.

FEES/CHANGES. 

All charges for use of eGENT™ software are referenced in a separate agreement with you (or your employer). All payments required must be timely paid or your access to the Software will be interrupted or terminated. Please be aware that your actions may also result in increased charges. Purchase Orders do not require your signature to be valid and enforceable.

SYSTEMS ADMINISTRATOR USERS. 

If you are a systems administrator for a user who has licensed multiple License Keys, passwords, or logon IDs, if any, you may authorize additional end users, up to the number of Licenses, and you may assign various permission levels to those passwords.

DATABASE INFORMATION AND DATA PRIVACY. 

• You (or your employer) owns the data you input into eGENT™ software. While we store and otherwise maintain your data as We store Our own data. We recommend you back up your data regularly. If you lose or damage your data, We are not responsible for that loss. We will use commercially reasonable efforts to assist you in restoring lost or damaged data from Our latest backup that We maintain in accordance with Our standard archival/backup procedures, however, you will be charged Our standard hourly rates for that restoration. WE CANNOT GUARANTEE RECOVERY.

• You grant Us a royalty-free, nonterminable world-wide license to view, copy, report on, commingle and otherwise use non-personally identifiable database information, analytics, and statistical information derived from your data (a) to improve Our products and services generally, (b) to perform troubleshooting and maintenance, (c) to advertise Our products and services and (d) for any commercial purposes.

• You agree that We may process technical and related information about your Software use that may include Internet protocol address, hardware identification, operating system, application software, peripheral hardware, and non-personally identifiable Software usage statistics to facilitate the provisioning of updates, support, invoicing, or online services. We may transfer such information to other companies. To the extent that this information constitutes personal data, We will be the controller of such personal data. To the extent that We act as a controller, We will comply with Our obligations under applicable U.S. data protection legislation.

• Please consult Our Privacy Policy at https://www.eGent.pro/legal/ for more information on our privacy policies which are hereby incorporated into this EULA as if fully set forth herein.

• The terms of Section #8.2 through #8.5 shall survive termination of this EULA.

RECORDS AND AUDIT.

During the License and for two (2) years after its expiration or termination, you shall maintain accurate records of your Software use sufficient to show compliance with the terms of this EULA. During this period, We, directly or through authorized agents, shall have the right to audit your use of the Software to confirm compliance with the terms of this EULA. That audit is subject to reasonable notice by Us and We will not unreasonably interfere with your business activities. We may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. You shall reasonably cooperate with Us and any third-party auditor and shall, without prejudice to Our other rights, address any non-compliance identified by the audit by promptly paying additional fees at Our then-current rates along with interest calculated at 8% per annum, compounded monthly, accruing from the date the unpaid fees should have been paid. You shall also promptly reimburse eGent for all reasonable costs of the audit if the audit reveals an underpayment, breach of this EULA, or that you have materially failed to maintain accurate records of Software use. The terms of this Section #9 shall survive termination of this EULA.

SUPPORT AND SUBSCRIPTION SERVICES.

Except as expressly specified in any Documentation, eGent does not provide any Software support or subscription services under this EULA. You have no rights to any updates, upgrades, extensions, or enhancements to the Software developed by eGent unless you separately purchase eGent support or subscription services, if any are available. The terms of this Section #10 shall survive termination of this EULA.

OWNERSHIP.

We, or Our licensors, own the Software, Documentation, and all improvements, enhancements, modifications, and works derived from Our Software, including, without limitation, all associated Intellectual Property rights. The License granted to you (and your employer) gives you no other rights, title, or interest in the Software or Documentation. We expressly reserve all rights not expressly granted to you herein. The terms of this Section #11 shall survive termination of this EULA.

LIMITED WARRANTY.

We warrant to you that the Software will, for a period of ninety (90) days following notice of availability for your use (“Warranty Period”), substantially conform to the applicable Documentation, provided that the Software: (a) has been properly accessed and used at all times in accordance with the applicable Documentation; and (b) has not been modified or added to by persons other than Us or Our authorized representative. We will, at Our own expense and as Our sole obligation and your exclusive remedy for any breach of this warranty, either replace the Software or correct any reproducible, material error in that Software reported to Us by you in writing during the ninety (90) day Warranty Period. If We determine that We are unable to correct the error or replace the Software, We will refund to you the amount you paid for that Software, in which case the License for the Software will immediately terminate. Any services We provide under this EULA and/or any Purchase Order is subject to the limited warranties herein.

DISCLAIMERS.

Except as provided herein, all  SOFTWARE IS PROVIDED TO YOU “AS IS.” To the maximum extent permitted by law,

• WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING eGENT™ SOFTWARE AND SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND ACCURACY.

• WE DISCLAIM ANY AND ALL WARRANTIES THAT eGENT™ SOFTWARE AND SERVICES ARE, OR WILL BE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS.

• Simple View: Nothing herein should be considered as, and eGent cannot provide, legal advice. eGent has not been approved by any U.S. federal or state regulatory agencies. If you have questions regarding a property or any real estate transaction, please contact a qualified legal practitioner.

• The terms of this Section #13 and all subparagraphs shall survive termination of this EULA.

LIMITATIONS ON LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE IN ANY MANNER TO YOU, YOUR EMPLOYER, IF APPLICABLE, OR ANY THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, DATA, OR ANY OTHER LOSS, ATTORNEYS’ FEES, AND COSTS) ARISING OUT OF THE USE OF OR INABILITY TO USE eGENT™ SOFTWARE AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF OUR FAULT OR NEGLIGENCE. IN THE EVENT THIS LIMITATION IS ADJUDICATED IN A JURISDICTION THAT DOES NOT ACCEPT SUCH LIMITATION(S), OUR LIABILITY SHALL NOT EXCEED TWO MONTHS OF SUBSCRIPTION FEES FOR THE SOFTWARE, INCLUDING ATTORNEYS’ FEES AND COSTS. The terms of this Section #14 shall survive termination of this EULA.

FURTHER LIMITATIONS.

We shall not have any liability whatsoever with respect to any third-party software, including, without limitation, OSS embedded in the Software. Further, you shall not bring any Claim against Us under this EULA more than eighteen (18) months after the cause of action arises. The terms of this Section #15 shall survive termination of this EULA.

NO COMMINGLING/SOLICITATION.

• You (and your employer) shall not attempt to develop business through use of any part of Our Intellectual Property except as otherwise permitted by this EULA or as permitted by Our prior written authorization.

• You (and your employer) also agree(s) not to, directly or indirectly, present, develop, manufacture, produce, market, sell, or provide any product or service that uses any concepts, formats, presentation methods, terminology, and/or other Intellectual Property owned by Us or that is specifically derived from or attributable to Our property anywhere in the world.

• You (and your employer) shall not, directly or indirectly, induce or attempt to induce any person not to purchase or use any of Our Software or services.

• The terms of this paragraph #16.1, 16.2, and 16.4 shall survive termination of this EULA.

END USER INDEMNIFICATION.

You (or your employer) agree(s) to indemnify and hold Us harmless from any Claim, including attorneys’ fees and costs, arising or resulting from (a) your breach of any term of this EULA or (b) your action or omission that causes damage to a third party. The terms of this Section #17 shall survive termination of this EULA.

CONFIDENTIALITY.

• Information is considered confidential and proprietary if it is marked as “CONFIDENTIAL,” should reasonably be understood by a reasonably person to be confidential under ordinary circumstances, or is identified as such to you or your employer. You agree to maintain Our confidential information as secret and shall not, directly or indirectly, use with, or disclose such Information to, any third parties without Our written authorization, except as permitted in this EULA. Information, whether or not marked as confidential, includes: all the Software object code and source code, logon IDs, License Keys, access passwords, customer lists, vendor lists, Our training materials and procedures, and onboarding deliverables. You agree that you shall not share Our confidential information with anyone unless We approve it, in writing, in advance of disclosure. Further, you agree to take reasonable steps to maintain the secrecy of Our confidential information.

• Your disclosure of Our confidential information may cause Us to suffer immediate, irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, you agree that We are entitled to equitable relief, including injunctive relief, against you for any breach of your obligations as to Our confidential information, in addition to, and not to the exclusion of, all other remedies at law, in equity or otherwise permitted by Colorado State and U.S. Federal laws.

• Should you (or your employer) provide Us with confidential information, We will maintain it as We maintain Our own confidential information.

• Exceptions. Disclosure of confidential information is not precluded if such disclosure is pursuant to a valid subpoena or order of a court or other governmental body of the United States or any political subdivision thereof; provided that if you are so required to disclose, you shall first give advance notice to Us of any such request prior to disclosure as promptly as feasible in order that We may, in Our discretion, seek a protective order or such other appropriate remedy as We deem necessary. Failing entry of a protective order, if you are, in the opinion of your counsel, compelled to disclose the confidential information, you shall disclose only that portion as is legally required without liability hereunder.

• Compliance with U.S. Defend Trade Secrets Act of 2016. You shall not be held criminally or civilly liable under any U.S. Federal or state trade secret law for disclosing a trade secret that is made (a) in confidence to a U.S. Federal, state, or local government official, either directly or indirectly, or to an attorney; or (b) is made pursuant to court order and filed under seal solely for the purpose of reporting or investigating a suspected violation of law, including a Claim of retaliation for reporting a suspected violation of the law; or (c) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

• The terms of this Section #18 and all subparagraphs shall survive termination of this EULA.

COPYRIGHTS, TRADEMARKS AND TRADE NAMES. 

Other than as required to be displayed on any Legends on reports, this Agreement does not grant you, directly or indirectly, any right to use Our copyrighted materials, trademarks, logo or trade name. The terms of this Section #19 will survive the termination of this EULA.

THIRD-PARTY HARDWARE AND SOFTWARE.

You (or your employer) are solely responsible for acquiring and maintaining all third-party hardware, products, and software to allow you to access to Our Software and services. You agree to follow all appropriate operating instructions and procedures that We or third-parties may provide. If you lose information through network, hardware, products, third-party software, or user error, you are solely responsible for that loss. The terms of this Section #20 shall survive termination of this EULA.

PERFORMANCE.

You understand and agree that the operation and availability of the systems used to access and interact with Our Software and services, including, without limitation, computer networks and the Internet, can be unpredictable and may interfere with or prevent access to, or operation of, Our Software and services. We are in no way responsible for any such interference or inoperability. Your sole recourse for performance issues that are not resolved to your satisfaction is to terminate this License and stop using Our Software and services.

SOFTWARE PROVIDED WITH RESTRICTED RIGHTS.

IF OUR SOFTWARE IS USED ON BEHALF OF A U.S. GOVERNMENT AGENCY OR QUASI-GOVERNMENT AGENCY, THIS AGREEMENT IS BINDING ON GOVERNMENT USERS IN ACCORDANCE WITH THE POLICY STATED AT FAR SEC. 12.211 AND 12.212 (NONDEFENSE AGENCIES) OR DFAR 227.7102 AND 227.7202 (FOR DEFENSE AGENCIES). THE LICENSED SOFTWARE AND ANY RELATED SERVICES ARE COMMERCIAL ITEMS, DEVELOPED AT PRIVATE EXPENSE, AND NOT UNDER A GOVERNMENT CONTRACT. PURSUANT TO FAR 12.212(b) (FOR NONDEFENSE AGENCIES) AND DFARS 227.7202-1 AND 227.7202-3 (FOR DEFENSE AGENCIES), THE GOVERNMENT’S RIGHTS IN SUCH LICENSED SOFTWARE AND RELATED SERVICES ARE LIMITED TO THOSE RIGHTS GRANTED IN THIS AGREEMENT. The terms of this Section #22 shall survive termination of this EULA.

• EXPORT. You warrant and represent that you shall not, on your own or through others, export or transmit Our Software, Documentation, or technical data to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute without appropriate governmental consents. You (or your employer) agree(s) to indemnify and hold Us harmless from any Claim, including, but not limited to, attorneys’ fees and costs, for any breach of this Section #23.

• SUPPORT/TRAINING. Unless you (or your employer) enter(s) into a separate maintenance, service, and/or training agreement with Us, We will not provide any training or onsite support relating to Our Software or services.

TERMINATION.

• We may terminate this EULA immediately if you (or your employer) breach(es) this EULA or any portion of any other agreement executed by you (or your employer) relating to the Software. Otherwise, We or you (or your employer) may terminate this Agreement on ninety (90) days written notice for any reason or no reason. If you have an employer, only your employer may terminate this EULA or make any Claim on your behalf. In the event you or your employer file for any form of reorganization or bankruptcy, We have the option to terminate this EULA and your License to the Software. You (or your employer) shall promptly notify Us of any such filing. Any payments due to Us prior to the termination date shall still be due and owing after termination.

• Effect of Termination. Upon termination of this EULA:

• The License granted herein shall immediately cease,

• You must cease all use of all Software,

• You must return or certify destruction of all Software and License Keys (including copies) to Us,

• You must return, or, if requested by Us, destroy any related eGent confidential information in your possession or control, and

• Upon Our request, you must certify in writing to Us that you have fully complied with these requirements.

• The terms of this Section #25 and all subparagraphs shall survive termination of this EULA.

GENERAL.

• INDEPENDENT CONTRACTOR. You (and/or your employer) and eGent are independent contractors to each other and not an employee of the other for any purposes whatsoever. You are not Our agent and may not act on Our behalf.

• WAIVER. To be effective, waiver of any provision must be in writing and be approved by both you and eGent. Waiver of any breach of any provision of this EULA shall not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of any other provisions. Failure to enforce a provision on any occasion or occasions shall not be a waiver.

• APPLICABLE LAW/CHOICE OF LAW/VENUE/JURISDICTION. This EULA shall be construed in accordance with and governed by the laws of Colorado, except to the extent that U.S. Federal law applies, without regard to any conflict of laws provisions. All Claims shall be brought only in the Colorado courts closest to eGent’s principal place of business or the U.S. District Court of Colorado unless otherwise detailed in a separate Purchase Order approved in writing by Us. You hereby agree to the personal and subject matter jurisdiction of such courts and agree to accept service of process by mail in the event of any Claim against you relating to the subject matter of this EULA or any Purchase Order.

• NO ASSIGNMENT. You may not assign or transfer this EULA or the rights granted herein.

• MODIFICATION. This EULA may be amended or altered from time to time by Us in Our sole and exclusive discretion.

• SEVERABILITY. The provisions of this EULA shall be deemed severable and the invalidity, illegality, or unenforceability of any provision herein shall not affect the validity or enforceability of any other provisions. In the event any provision of this EULA is found to be invalid, illegal, or unenforceable, the parties, or a court of competent jurisdiction, shall endeavor to modify that clause in a manner that gives effect to the intent of the parties in entering into this EULA.

• NOTICES. Any notice, request, demand, or other communication (collectively, “notice”) must be in writing and shall be deemed sufficiently given upon delivery if provided to the authorized eGent Account Representative and/or your (or your employer’s) authorized contact, if delivered by hand (signed receipt obtained), or within the continental U.S., seven (7) days after posting, if properly addressed and sent by U.S. mail, first class, postage prepaid. Notices sent by courier, email, facsimile, or other transmission methods are effective as of the date received as long as a written confirmation of receipt exists. You may send notices to Us at legal@eGent.pro. All such notices shall become effective on the date of receipt. In the event the authorized contact is no longer available and no replacement has been appointed, notice shall be effective if provided by the above-means to an officer, executive, or registered agent.

• HEADINGS. All captions, fonts, underlining, or footers are for convenience only and have no meaning in the interpretation or effect of this EULA.

• CONSTRUCTION. This EULA, including revisions and amendments, shall not be construed against the drafter. Any reference to “you” includes your employer, if any, whether stated specifically or not. Anything herein prohibited directly hereby includes the same prohibition on doing such activity indirectly.

• FORCE MAJEURE. Neither you nor eGent shall be liable for damages for any delay or default in performance during the term hereof if such delay or default is caused by conditions beyond its control, including, but not limited to, acts of God, Government restrictions, sequester, continuing domestic or international problems such as wars, threats of terrorism or insurrections, strikes, fires, floods, work stoppages, or embargoes; provided, however, that you and We each have the right to terminate this EULA “without breach” upon thirty (30) days prior written notice if the other’s delay or default due to any of the above-mentioned causes continues for a period of two (2) months

• AUTHORITY. By using Our Software, you represent and warrant to Us that you agree to, and shall abide by, these Terms for as long as you utilize Our Software (except for those terms which, by their nature, extend beyond the termination of your use).

• SURVIVAL. The terms of this Section #26 and all subparagraphs shall survive termination of this EULA.

CONTACT INFORMATION. If you have questions or must provide a notice to Us, please contact us at: eGent Limited, eGent.pro or email Us at legal@egent.pro.

Updated February 12, 2020

SIMPLE VIEW DISCLAIMER

By using the eGent Simple View feature you understand that nothing herein should be considered as, and eGent cannot provide, legal advice. eGent has not been approved by any U.S. federal or state regulatory agencies. If you have questions regarding a property or any real estate transaction, please contact a qualified legal practitioner.