Software License Agreement for ExactFactor Software and Services

Thank you for selecting ExactFactor software (the "Software"). This license agreement (the "Agreement") is a legal agreement between you ("Licensee", "you", "your"), and ExactFactor Inc. ("ExactFactor," "we", "our" or "us"). You must accept the terms of this Agreement before accessing or otherwise using the Software or any of the services that may be provided by ExactFactor under this Agreement ("Services"). To access and use the Software and Services, Licensee must have access to the Internet.

If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Software. If you are not willing to be bound by these terms and conditions, you should not click on the "ACCEPT" button, and may not access or otherwise use the Software or Services.

1.      LICENSE GRANT AND RESTRICTIONS.   Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees if requered, ExactFactor grants you a personal, limited, non-exclusive, non-transferable license, during the initial term of the subscription and any Renewal Term (as defined in Section 3), to electronically access and use the Software solely to manage your SEO data and solely by such number of authorized users.

In addition to the ExactFactor software, the term "Software" includes any other programs, tools, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that ExactFactor provides or makes available to you.

You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other ExactFactor systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the ExactFactor site; (iii) permit any third party to benefit from the use or functionality of the Software or Services via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software or Services, prevent access to or the use of the Software or Services by ExactFactor's other licensees or customers, or impose an unreasonable or disproportionately large load on ExactFactor's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1.

2.     RESERVATION OF RIGHTS AND OWNERSHIP.   The Software is licensed not sold, and ExactFactor reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. ExactFactor and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of ExactFactor.

3.     REGISTRATION DATA.   You must register to use the Software and Services and (i) provide true, accurate, current and complete information as prompted by the interview sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or ExactFactor has reasonable grounds to suspect is inaccurate, not current or incomplete, ExactFactor may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof).

4.     LICENSEE ACCESS INFORMATION AND ACCOUNT DATA.   You are solely responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Software, Services and your financial institution accounts (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Software and Services (collectively, " Account Data"). You are responsible for providing access and assigning passwords to other users under your account for the Software and Services, and ensuring that such authorized users comply with this Agreement. You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data ("Communications") entered using the Licensee Access Information. ExactFactor assumes that any Communications it receives through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify ExactFactor if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. ExactFactor reserves the right to deny you access to the Software or Services (or any part thereof) if ExactFactor reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred. You must inform ExactFactor of, and hereby grants to ExactFactor permission to use, Licensee Access Information to enable ExactFactor to provide the Services to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services ExactFactor may provide to you in the future.

5.     SOFTWARE USE, STORAGE AND ACCESS.   ExactFactor shall have the right, in its sole discretion and with reasonable notice posted on the ExactFactorsite and/or sent to your email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Software at any time, and (ii) the number of times (and the maximum duration for which) you may access the Software in a given period of time. ExactFactor reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Software and Services to which such changes relate. Your continued use of the Software or Services will constitute Licensee's acceptance of and agreement to such changes. For details about our refund policy, please refer to www. exactfactor.com. ExactFactor may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. ExactFactor will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

6.     ONLINE COMMUNITIES.

6.1 The Software may include a feature that allows you to exchange useful and helpful information with other users of ExactFactor("Live Community"). Internet access is required to use Live Community. Please respect and interact with other users as you would in any public arena when using the Live Community feature. Exercise your judgment in evaluating and acting on (or ignoring) other users' Live Community sessions. Remember, due to the anonymous nature of the Internet, other Live Community users may not be who they say they are, know what they say they know or be affiliated with whom they say they are affiliated. You agree that ExactFactor does not endorse and is not responsible for the accuracy of the content in Live Community, and will not be liable for any damages incurred as a result of the submission or use of any such content. Live Community users may post hypertext links to content hosted and maintained by third parties. ExactFactor has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk, so use good judgment before you click on any link or access any linked site. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using Live Community. ExactFactor reserves the right to monitor the Live Community content and designate ExactFactor employees to act as monitors. Additionally, ExactFactor reserves the right to edit, remove or refuse to remove Live Community content in its sole discretion.

6.2 Conduct. You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that contains:

Inappropriate content such as: profanity, objectionable material of any kind, links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component.

Spam such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings.

Attacks such as: "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other participants' identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users' privacy.

7.     THIRD PARTY SERVICES.   In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by ExactFactor ("Third Party Services"). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party, and not ExactFactor, is responsible for the performance of the Third Party Services.

8.     THIRD PARTY WEBSITES.   The Software may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of ExactFactor. ExactFactor is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. ExactFactor does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software or Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ExactFactor of any information contained in any Third Party Website. In no event will ExactFactor be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from those of ExactFactor. ExactFactor is not responsible for such provisions, and expressly disclaims any liability for them.

9.     FEEDBACK.   ExactFactor may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services ("Feedback"). You agree that ExactFactor may, in its sole discretion, use the Feedback you provide to ExactFactor in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant ExactFactor a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to ExactFactor in the Feedback.

10.     DISCLAIMER OF WARRANTIES.   THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXACTFACTOR, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. EXACTFACTOR DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. EXACTFACTOR ATTEMPTS TO ENSURE THAT THE QUICKBOOKS ACCOUNT DATA STORED ON EXACTFACTOR'S SERVERS IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT EXACTFACTOR AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. EXACTFACTOR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF

11.     LIMITATION ON TIME TO SUE.   Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this End User License or by law with respect to the Software or Third Party Services must be commenced within one year after the cause of action accrues.

12.      U.S. GOVERNMENT.   The Software is a "commercial item," as that term is defined at 48 C .F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C .F.R. 12.212 (SEPT 1995). Consistent with 48 C .F.R. 12.212 and 48 C .F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the ExactFactor Software with only those rights set forth herein. ExactFactor Inc., P.O. Box 7850, Mountain View, CA 94039-7850 .

13.     MISCELLANEOUS.   Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and ExactFactor and sets forth the entire liability of ExactFactor and its Suppliers and your exclusive remedy with respect to the Software and Services. The Suppliers, agents, employees, distributors, and dealers of ExactFactor are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on ExactFactor. Any waiver of the terms herein by ExactFactor must be in a writing signed by an authorized officer of ExactFactor and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California , without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." This Agreement does not limit any rights that ExactFactor may have under trade secret, copyright, patent or other laws.