PERINOTE END-USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”) is a legal agreement between you and Perinote LLC (“Perinote” or “we”) for Perinote's software products which may include associated mobile applications, internet or other software components, media, printed materials, and online or electronic documentation (collectively, the “Software”). By keeping the Software installed, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. “You” means either you acting as an individual or as an authorized representative of any organization for which you are using the Software. If you are agreeing to be bound by this EULA on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this EULA. If you do not have the requisite authority, you may not accept this EULA or use the Software on behalf of your employer or other entity.

IMPORTANT: Please read the terms and conditions of this license agreement carefully before continuing with use of this program. By clicking on the “accept” button, or by copying, running, or otherwise continuing to use the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, please click the “cancel” button, uninstall the Software and do not run, copy, or otherwise use the Software.

THIS EULA REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE SEE SECTION 14 BELOW FOR MORE INFORMATION.

1. LICENSE GRANT

The Software is licensed as follows:

(a) Installation and Use. Perinote grants you the royalty free, non exclusive, non transferable right to install and use one copy of the Software on your computer or mobile device running a validly licensed copy of the operating system for which the Software was designed.

(b) Support Services. Perinote may provide you with support services related to the Software (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA.

(c) Modification of the Software. We reserve the right to modify, restrict access to, or discontinue the Software (or any portion of the Software), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Software. Unless explicitly stated otherwise, any new features that augment or enhance the current Software shall be subject to this EULA.

2. RESTRICTIONS

You may not do any of the following yourself, or through any third party, and you may not permit any third party to do any of the following: (a) copy the Software; (b) modify or create derivative works based upon the Software; (c) decompile, disassemble, or reverse engineer the Software in whole or in part; (d) defeat, disable, or circumvent any protection mechanism related to the Software; (e) sell, license, sublicense, lease, or rent to any third party, whether for profit or without charge, any portion of the Software, or distribute the Software on any media; (f) make the Software accessible to the public or third parties, whether over networks, electronic bulletin boards, websites, or otherwise or allow any third party to use the SOFWARE PRODUCT; (g) remove or alter any copyright, trademark, or patent notices on any and all copies of the Software; or (h) export, re-export, download, or otherwise use the Software in violation of any laws or regulations, including the export laws of the United States and any applicable laws.

3. TERMINATION

Without prejudice to any other rights, Perinote may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must delete or destroy all copies of the Software in your possession.

4. TITLE AND OWNERSHIP

(a) Title to the Software. The Software is protected by United States patent, trademark, and copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and Perinote solely and exclusively owns all such rights including any intellectual property and other rights, title, and interest in and to the Software. The Software is licensed, not sold. Except for the rights expressly granted to you below, this EULA transfers to you no right, title, or interest in the Software, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights in the Software. All rights not expressly granted are reserved by Perinote.

(b) Title to Modifications. Perinote retains sole and exclusive title to all portions of the Software and any copies thereof, and you hereby assign to Perinote all right, title, and interest in and to any modifications you may make to the Software, whether or not such modifications are permitted.

(c) Title to Content. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content.

(d) Title to Feedback. By sending or submitting messages to Perinote about the Software, including but not limited to images, feedback, suggestions, ideas, or any other commentary you have generated (“Feedback”), you automatically grant to us, and you represent and warrant that you have the right to grant, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, publicly perform, publicly display, distribute, sublicense, prepare derivative works of, or incorporate the Feedback into other works or the Software.

(d) Title to Trademarks. Perinote and the Perinote logo are trademarks of Perinote LLC and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Other trademarks and company names used on the Software or in connection with the Software may be trademarks of their respective owners. Nothing contained on the Software should be construed as granting, by implication, estoppel or otherwise, any license or right to use any such trade names, trademarks or service marks without the express prior written consent of the owner.

5. NO WARRANTIES

PERINOTE EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. PERINOTE DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE OR WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. PERINOTE MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. PERINOTE FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS OR TO ANY THIRD PARTY.

The Software may be provided with third party software or otherwise in association with third party software. Use of any such party software will be governed by the applicable license agreement with such third party. PERINOTE IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD PARTY SOFTWARE AND MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO SUCH THIRD PARTY SOFTWARE.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL PERINOTE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) RISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PERINOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PERINOTE BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR OTHER DAMAGES BASED IN CONTRACT, TORT OR OTHERWISE. PERINOTE SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS, OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.

7. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Perinote, its directors, officers, employees, and agents from and against any and all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees) arising out of or accruing from: (a) any noncompliance by you with this EULA; or (b) your use of the Software that infringes on any intellectual property of any person, or defame any person, or violates their right of publicity or privacy. . If you must indemnify Perinote, we will have the right to control the defense, settlement, and resolution of any claim at your sole expense. You may not settle or otherwise resolve any claim without our express written permission.

8. APPLICABLE LAWS AND SEVERABILITY

(a) Laws and Jurisdiction. This EULA will be governed by the laws of the United States and by the laws of the State of Washington, without regard to their provisions on conflicts of laws. This EULA will not be governed by the United Nations Convention on Contracts for the Sale of Goods, the application of which is expressly excluded.

(b) Severability. If for any reason a court of competent jurisdiction finds any provision or portion thereof, to be unenforceable, such provision will be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remainder of this EULA will continue in full force and effect.

9. PRIVACY

For information on how we collect and use your information, please refer to our Privacy Policy, which can be found at http://perinote.com/privacy-policy.html or via the Software, the terms of which are incorporated herein by reference.

11. NOTICES

All notices required or permitted under this EULA will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) email. To give us notice you must mail us at Perinote LLC, Attn: Legal, 417 Prospect St., Seattle, Washington 98109 or email us at customer.service@perinote.com. If we provide notice to you, we will use the email address provided during the registration process. All notices will be deemed received (i) if by delivery by U.S. mail, five (5) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by email, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.

12. COMPLETE AGREEMENT

This EULA represents the entire agreement concerning the Software between you and Perinote and it supersedes any prior proposal, representation, or understanding between the parties. No failure or delay by Perinote in exercising any right, power, or privilege under this EULA will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of any such right, power, or privilege. You and Perinote are independent entities, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this EULA. The headings used throughout this EULA are merely descriptive and not operative and have no legal or contractual effect.

13. CHANGES TO THE EULA

As Perinote distributes new versions of the Software a new EULA may be made available and Perinote reserves the right to add, delete, or modify any term or condition in this EULA at any time and in its sole discretion. If we make a change to any term or condition, we will notify you by posting a change notice within the Software. In the event we determine that a change is substantive and we have contact information for you, we may notify you of such change via email. If any modification is unacceptable, you should immediately stop using the Software. Your continued use of the Software following notice of a change will constitute your binding acceptance of the changes made to this EULA.

14. DISPUTE RESOLUTION

(a) Arbitration. Any dispute, claim or controversy arising out of or relating to this EULA or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Seattle, Washington before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on any award may be entered in any court having jurisdiction. Notwithstanding the foregoing, claims of infringement or misappropriation of another party’s patent, copyright, trademark, or trade secret shall not be subject to this agreement to arbitrate. Such claims shall be brought exclusively in the state or federal courts of King County, Washington. Additionally, notwithstanding this agreement to arbitrate, the parties shall not be precluded from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction..

(b) Right to Opt Out of Arbitration. If you do not wish to be bound by the individual arbitration provisions in this section, you must notify Perinote in writing within 30 days of the date that you accept these terms, unless the law requires a longer period. Your written notice must be sent to Perinote LLC, Attn: Legal, 417 Prospect St, Seattle, Washington 98109, or by email at customer.service@perinote.com, with “Arbitration” as the subject line. This notice must include (i) your name, (ii) your email address, and (iii) a clear statement that you do not wish to resolve disputes with Perinote through individual arbitration.

15. COMMENTS AND QUESTIONS

If you have any comments or questions, you may address them to Perinote LLC, 417 Prospect St., Seattle, Washington 98109, or by email at customer.service@perinote.com.

BY CLICKING ON THE “ACCEPT” BUTTON, OR BY KEEPING THE SOFTWARE INSTALLED, COPYING, RUNNING, OR OTHERWISE CONTINUING TO USE THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, PLEASE CLICK THE “CANCEL” BUTTON, UNINSTALL THE SOFTWARE, AND DO NOT RUN, COPY, OR OTHERWISE USE THE SOFTWARE.