LRG+ End User License Agreement

IMPORTANT — READ CAREFULLY. This End User License Agreement ("EULA" or "Agreement") is a legal contract between you (either an individual or a single legal entity, "you" or "Licensee") and Legacy Retention Group, a DBA of DataMerj, Inc. ("Company," "Licensor," "we," "us," or "our"). By downloading, installing, accessing, registering for, or using the LRG+ software, including any associated media, documentation, and updates (collectively, the "Software"), you agree to be bound by this Agreement. If you do not agree, do not download, install, register for, or use the Software.

This EULA governs the licensing of the LRG+ application itself. Your use of the hosted LRG+ service is also governed by the LRG+ Platform Terms of Service, our general Terms of Service, and our Privacy Policy. In the event of a conflict between this EULA and the LRG+ Platform Terms of Service with respect to licensing of the Software, this EULA shall control.

1. Definitions

• "Authorized User" means an individual employee, contractor, or agent of Licensee whom Licensee has authorized to use the Software under a valid subscription or order.
• "Documentation" means user manuals, technical documentation, and any other materials provided by Licensor that describe the functionality of the Software.
• "License Key" means the credential, activation code, or token issued by Licensor that enables access to the Software.
• "Subscription Term" means the period for which a license is granted, as specified in your order, invoice, or account record.
• "Updates" means patches, bug fixes, releases, upgrades, or new versions of the Software that Licensor makes available.

2. Grant of License

Subject to your full and continuing compliance with this Agreement and timely payment of all applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to:

• install and use the Software on devices owned or controlled by you or your Authorized Users;
• access and use the Software solely for your internal business purposes; and
• make a reasonable number of copies of the Documentation strictly for use in connection with the Software.

3. License Restrictions

You shall not, and shall not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Software or Documentation, except as expressly permitted by this Agreement;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software, except to the extent such restriction is prohibited by applicable law;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Software available to any third party, including via service-bureau or time-sharing arrangements;
• remove or obscure any proprietary or other notices contained in the Software or Documentation;
• use the Software to develop a competing product or service, or to benchmark its performance for publication without prior written consent;
• use the Software in violation of any applicable law, regulation, or third-party right;
• circumvent or attempt to circumvent any License Key, usage limit, security feature, or technical restriction of the Software; or
• use the Software to transmit malicious code, infringing content, or unlawful material.

4. Ownership and Intellectual Property

The Software and Documentation are licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, Documentation, and all related intellectual property rights, including all copies, modifications, and derivative works thereof. No rights are granted to you other than those expressly set forth in this Agreement. All rights not expressly granted are reserved.

5. Feedback

If you provide Licensor with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Software ("Feedback"), you grant Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit such Feedback for any purpose, without obligation or compensation to you.

6. Updates and Maintenance

Licensor may, at its sole discretion, provide Updates to the Software. Updates are deemed part of the Software and subject to this Agreement. Licensor is under no obligation to provide Updates or technical support except as expressly set forth in a separate written agreement, order form, or applicable support plan.

7. Fees and Payment

Use of the Software may be subject to subscription, license, or other fees as set out in your order or applicable price list. Fees are non-refundable except as expressly stated. Licensor may suspend or terminate your access if fees are not paid when due.

8. Data, Privacy, and Security

Your Data

As between the parties, you retain all right, title, and interest in and to data you input or upload to the Software ("Customer Data"). You grant Licensor a limited license to host, process, and transmit Customer Data solely as necessary to provide and support the Software.

Privacy

Licensor's processing of personal data is governed by Licensor's Privacy Policy, which is incorporated by reference.

Security

Licensor will employ commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data. You are responsible for maintaining the confidentiality of License Keys and account credentials and for all activity under your account.

9. Third-Party Components

The Software may include or interoperate with third-party software, libraries, or services ("Third-Party Components") that are subject to their own license terms. Such terms are made available with the Software or upon request and govern your use of those components. Licensor is not responsible for Third-Party Components or services not under its control.

10. Term and Termination

Term

This Agreement becomes effective on the date you first accept it and continues for the Subscription Term unless earlier terminated in accordance with this Agreement.

Termination for Breach

Licensor may suspend or terminate this Agreement and your license immediately if you materially breach this Agreement and fail to cure such breach within ten (10) days after written notice, or immediately and without notice for breaches of Sections 3, 4, or 8.

Effect of Termination

Upon termination or expiration, all rights granted to you will immediately cease, you shall stop all use of the Software, and you shall destroy or delete all copies of the Software and Documentation in your possession and certify such destruction in writing upon Licensor's request. Sections 3, 4, 5, 8, 11, 12, 13, 14, and 15 survive termination.

11. Disclaimer of Warranties

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

Important: The Software is a tool to assist with records governance. It does not provide legal advice. You are responsible for ensuring your records management practices comply with applicable laws and regulations.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100) IF NO FEES HAVE BEEN PAID. The foregoing limitations apply notwithstanding the failure of essential purpose of any limited remedy.

13. Indemnification

You agree to defend, indemnify, and hold harmless Licensor and its affiliates, officers, directors, employees, agents, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Software in violation of this Agreement or applicable law, (b) Customer Data, or (c) your breach of any representation, warranty, or covenant in this Agreement.

14. Compliance with Laws; Export Controls

You shall comply with all applicable laws and regulations in connection with your use of the Software, including export, re-export, sanctions, and import laws of the United States and other applicable jurisdictions. You represent that you are not located in, under the control of, or a national or resident of any country or on any list to which export of the Software is prohibited.

15. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hampden County, Massachusetts, for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. U.S. Government End Users

The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. Any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government will be governed solely by the terms of this Agreement.

17. General

• Entire Agreement. This Agreement, together with any order form, the LRG+ Platform Terms of Service, and the Privacy Policy, is the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements.
• Amendments. Licensor may modify this Agreement from time to time. Material changes will be notified to you at least 30 days in advance; continued use after the effective date constitutes acceptance.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No Waiver. Failure to enforce any provision is not a waiver of that or any other provision.
• Assignment. You may not assign this Agreement without Licensor's prior written consent. Licensor may freely assign this Agreement.
• Force Majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control.
• Relationship. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

18. Contact Us

Questions about this Agreement should be directed to:

By installing, accessing, or using LRG+, you acknowledge that you have read, understood, and agree to be bound by this Agreement.