End-User License Agreement (EULA)

End-User License Agreement ("Agreement")

Last updated: May 18, 2018

Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using NumXL ("Application").

By clicking the "I Agree" button, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.

This Agreement is a legal agreement between you (either an individual or a single entity) and Spider Financial Corporation and it governs your use of the Application made available to you by Spider Financial Corporation.

If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Application.

The Application is licensed, not sold, to you by Spider Financial Corporation for use strictly in accordance with the terms of this Agreement.

License

Spider Financial Corporation grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application in accordance with the terms of this Agreement.

You may install the Application on an unlimited number of computers, provided that you are the only individual using the Application and only one copy of the Application is in use at any one time.

If you register on the NumXL Website for a free trial, Spider Financial Corporation will make certain the Application is available to you on a trial basis (the “ Trial Version”) free of charge until the end of the free trial period. The Trial Version may be used only to review, demonstrate, and evaluate the Application and may have limited features. The Trial Version may cease operating after the applicable time period or number of uses based on an internal metering mechanism within the Trial Version itself. You shall not:

1. Install or use more than one copy of the Trial Version of the Application
2. Download the Trial version of the Application under more than one email
3. Alter the contents of a hard drive or computer system to enable the use of the Trial Version of the Application for an aggregate period in excess of the trial period for one license to such Trial Version
4. Use the Trial Version for any commercial training or any application deployment or ultimate product purchase
5. Use the Trial Version of the Application to update the Application that is no longer eligible for Support Services
6. Use the Trial Version of the Application for a purpose other than the sole purpose of determining whether to purchase a license of the Application.

Restrictions

You agree not to, and you will not permit others to:

• license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
• copy or use the Application for any purpose other than as permitted under the above section 'License'.
• modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
• remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Spider Financial Corporation or its affiliates, partners, suppliers or the licensors of the Application.

Intellectual Property

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Spider Financial Corporation.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to Spider Financial Corporation with respect to the Application shall remain the sole and exclusive property of Spider Financial Corporation.

Spider Financial Corporation shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Modifications to Application

Spider Financial Corporation reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

Updates to Application

Spider Financial Corporation may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Application. You agree that Spider Financial Corporation has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

You acknowledge and agree that Spider Financial Corporation shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Spider Financial Corporation does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Privacy Policy

Spider Financial Corporation collects, stores, maintains, and shares information about you in accordance with its Privacy Policy, which is available on our website. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Privacy Policy.

Term and Termination

This Agreement shall remain in effect until terminated by you or Spider Financial Corporation.

Spider Financial Corporation may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Spider Financial Corporation, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your computer.

Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your mobile device or from your computer.

Termination of this Agreement will not limit any of Spider Financial Corporation's rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

For U.S. Government End Users

The Application and related documentation are "Commercial Items", as that term is defined under 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Export Compliance

You may not export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained.

In particular, but without limitation, the Application may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

By installing or using any component of the Application, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

Amendments to this Agreement

Spider Financial Corporation reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 15 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.

Governing Law

The laws of Illinois, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.

Contact Information

If you have any questions about this Agreement, please contact us.

Entire Agreement

The Agreement constitutes the entire agreement between you and Spider Financial Corporation regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Spider Financial Corporation.

You may be subject to additional terms and conditions that apply when you use or purchase other Spider Financial Corporation's services, which Spider Financial Corporation will provide to you at the time of such use or purchase.