End User License Agreement

This End User License Agreement ("Agreement") is entered into between Strateja-XL, Inc., an Oregon corporation, dba Vote HOA Now ("Vote HOA Now") and you, the party who has acknowledged execution of this Agreement (“you” or “Licensee”).

Recitals

Vote HOA Now has developed and is the sole owner of an easy-to-use, robust, online voting application (the "Application"). You have selected and purchased, in the E-Voting Agreement or similar document (the "E-Voting Agreement"), a license to use the Application for a specified term (the "License Term"). You have, in a separate written acknowledgement: (i) verified your purchase of a license to use the Application as set forth in the E-Voting Agreement; and (ii) agreed to all of the terms, conditions, warranties and covenants contained in this Agreement regarding the Application and your use of the Application.

Terms

In consideration of the above recitals and the terms, representations, warranties, covenants and conditions below, the parties agree as follows:

1. Grant of License. Subject to the terms and conditions below, Strateja-XL grants to you a limited, nontransferable, nonexclusive license to access through the internet and use the Application during the License Term for the sole purpose of conducting online voting activities for and within your own licensed organization. You are
   not licensed to do any of the following: (a) copy, sublicense, rent, lease, lend or otherwise transfer, disclose or publish the Application (or any portions thereof), or in any manner transfer or assign your rights under this Agreement, without the prior written consent of Strateja-XL; (b) use the Application for any purpose other than the purposes specifically licensed herein; (c) use the Application for the benefit of third parties or as part of your own commercially licensed products or services; (d) remove or obscure the Strateja-XL copyright or trademark notices appearing on or within the Application; or (e) directly link to any page on the site or sites displaying the Application other than the home page containing your login procedures; or (f) frame any material from the Application for use or viewing on any other website.
2. License Fees. In consideration for, and as a continuing condition of, the licenses granted in Section 1 above, Licensee has paid or shall pay Strateja-XL the license fees set forth in the E-Voting Agreement. The license fees shall be exclusive of any sales, use, excise or similar tax liability arising from this Agreement, if any, all of which shall be the obligation of Licensee. All past due balances of such fees shall accrue interest at a rate equal to the
   lesser of: (i) 1.5 percent per month; or (ii) the highest rate of interest allowed by law in the applicable jurisdiction.
3. Term of Agreement, Termination. This Agreement shall become effective upon Licensee’s separate written acknowledgement of Licensee’s agreement to be bound by the terms of the Agreement. Subject to the termination provisions below, the license rights granted herein shall remain in effect for the License Term you have purchased in your E-Voting Agreement. Strateja-XL may terminate this Agreement and the license granted herein immediately in the event Licensee breaches any term or condition of this Agreement and fails to cure such breach within 10 days following its receipt of written notice of such breach. For purposes of this provision, Strateja-XL may provide written notice by sending notice to Licensee at the email address set forth in the E-Voting Agreement. Licensee acknowledges and agrees that in the event your license expires or terminates, Strateja-XL shall have the absolute right to remotely, and without additional notice or approval from you, deactivate your use of the Application.
4. Maintenance, Updates, Hosting Sites. Strateja-XL shall have the right, but not the obligation, to prepare and install, automatically and without prior notice, updates, patches or upgrades to the Application at any time, and this Agreement shall apply to all versions and revisions of the Application.
5. Ownership, IP Rights. Strateja-XL is the sole owner of the Application and all customized and derivative works based upon it, including all copies thereof and all copyrights and other intellectual property rights embodied therein. Any unauthorized use of the Application or the website(s) upon which the Application is hosted may subject you to civil and criminal penalties under federal copyright law and international treaties. Strateja-XL and VOTE HOA NOW are the trademarks of Vote HOA Now. Any unauthorized use of Vote HOA Now’s trademarks may subject you to civil and criminal penalties under state and federal trademark laws and international treaties. All rights not specifically granted in this Agreement are reserved by Vote HOA Now, which reserves all rights to their use. No implied rights are granted.
6. Licensee's Obligations to Protect the Application. As a continuing condition of the license granted herein, Licensee covenants to use the Application only for the purposes set forth in this Agreement and for no other purpose, and shall use commercially reasonable efforts to protect the Application from unauthorized use, reproduction, publication or distribution.
7. Lawful Use. Licensee shall at all times use the Application in full compliance with all laws and regulations, and shall not use the Application in any manner that violates the rights of third parties or that Vote HOA Now would reasonably find inconsistent with its good business reputation.
8. Responsibility for Internet Security. You will be solely responsible for obtaining and using your own anti-virus, anti-Trojan, anti-malware and internet security software and appliances. Vote HOA Now does not warrant that the Application or the host site(s) of the Application, or any data viewed from or downloaded from the Application, will be safe or free of viruses, worms, Trojan programs, ransomware or other malware or destructive mechanisms. You are responsible for using appropriate internet security devices and/or software to ensure that no third parties (e.g. hackers) take advantage of the fact that your computer is connected to the internet.
9. User Account and Security. Your access to the Application will require an individual subscriber ID and password. Your subscriber ID and passwords will be established by you upon your registration. You are solely responsible for maintaining the confidentiality of your subscriber ID and password, and for logging out of your account at the end of each session. Vote HOA Now will provide a voter registration mechanism for persons you identify as authorized voters. You are fully responsible for accurately identifying authorized voters and for any activities that occur in or through your account. Vote HOA Now is not responsible for any losses or damages incurred as a result of an unauthorized use of your account, subscriber ID, voter IDs or passwords. You agree to notify Vote HOA Now immediately of any unauthorized use of your account or breach in security so it may take the appropriate actions, including possibly closing your account and assigning you a new account.
10. Indemnification. Licensee shall indemnify, defend, and hold Vote HOA Now harmless from all claims, demands, liability, costs and expenses, including, without limitation, attorney’s fees, arising from or related to Licensee’s use of, or inability to use, the Application, provided that Vote HOA Now promptly advises Licensee of the existence of, or known threat of, any such claim and reasonably cooperates with Licensee, at Licensee’s expense, in the defense of any such claim
11. Licensee’s Confidential Information. Vote HOA Now shall treat your election information and voting records as your confidential information, and will not use or disclose such information except as required to operate the Application.
12. Disclaimer of Professional Advice. Vote HOA Now does not provide Licensee with any advice, legal or otherwise, regarding quorums, voting rights, or the legal effect of any voting activities. Licensee should always consult with its own attorney, accountant or other applicable professional for advice before setting up a voting event or acting upon its results.
13. Warranty of Original Development. Vote HOA Now warrants that the Application is, and will be, of original development by Vote HOA Now.
14. Limitation of Warranties. Other than the warranties expressly set forth in this Agreement, Vote HOA Now makes no other warranties, express or implied. Vote HOA Now specifically disclaims, to the fullest extent allowed by law, all implied warranties, including, without limitation, the implied warranties of merchantability, noninfringement and fitness for a particular purpose and any warranties under the Uniform Computer Informational Transactions Act, as may be adopted by any jurisdiction from time to time.
15. Limitation of Remedies. In no event shall Vote HOA Now be liable to Licensee for any indirect, incidental, special, punitive or consequential damages or lost profits arising out of or related to Licensee’s use of the Application, even if Vote HOA Now has been advised of the possibility thereof. In particular, Vote HOA Now shall not be liable for the loss of information arising from the use of, or inability to use, the Application. Vote HOA Now’s liability to Licensee, if any, whether arising under contract or based upon a claim of strict liability, negligence or some other tort or statutory claim, shall in no event exceed the total of the payments made to Vote HOA Now hereunder during the 12-month period immediately preceding the event upon which liability is predicated. The warranties and remedies set forth above are exclusive and in lieu of all others, oral or written, express or implied. Licensee acknowledges that the forgoing limitation of remedies is a material condition of Vote HOA Now’s willingness to enter into this Agreement, and that Vote HOA Now would not enter into this agreement but for such limitation.
16. Independent Parties Vote HOA Now and Licensee agree that Licensee is an independent licensee and that the relationship created by this Agreement is not that of employer and employee, partnership, joint venture or franchise. Neither party shall have the authority to bind or obligate the other party in any manner.
17. Remedies. In the event Licensee breaches or defaults upon any covenant, warranty, term or condition of this Agreement, Vote HOA Now may pursue any legal or equitable remedies available to it under the laws of the state of Oregon or the applicable laws of the United States. The parties agree that in the event of a breach of any of the covenants pertaining to Vote HOA Now’s intellectual property rights, such a breach will result in irreparable and continuing damage in an amount which is not readily ascertainable and for which there will be no adequate remedy at law. In the event of any breach of such covenants, Vote HOA Now shall be entitled to injunctive relief and such other and further relief, including damages, as may be provided by law.
18. Dispute Resolution/Arbitration In the event a dispute arises between the parties relating to or arising out of this Agreement, the parties agree to work in good faith to resolve such dispute informally. If the parties are incapable of resolving such dispute informally, any party may submit the dispute to mediation with the Arbitration Service of Portland, located in Portland, Oregon ("ASP"), and such mediation shall occur under the ASP's then current mediation rules. All parties shall participate in good faith in such mediation. In the event such mediation does not result in a resolution of the dispute, the dispute shall be resolved by binding arbitration, and a party may then, but only then, initiate an arbitration proceeding with the ASP under ASP's then current arbitration rules. In such arbitration, service, discovery and other arbitration procedures shall comply with the procedural requirements necessary for the recognition and enforcement of an arbitration award under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitrator's fees shall be shared equally by the parties during the course of the arbitration, but shall be recoverable as costs to the prevailing party. The arbitrator will control the scheduling of all events and will resolve all disputes, including disputes regarding pretrial procedure and discovery. The decision of the arbitrator (or arbitration panel) will be binding, and any party may submit the decision as an enforceable judgment with any court of competent jurisdiction. Nothing herein shall preclude a party from seeking declaratory or injunctive relief in a court of competent jurisdiction, or from enforcing such relief in any applicable jurisdiction worldwide.
19. Non-Waiver. The failure or delay of either party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce, or pursue remedies for the breach of, any such provision or condition. No waiver by either party of any particular condition or provision of this Agreement, including this non-waiver provision, shall constitute a waiver or limitation on that party's right to enforce performance of, or pursue remedies for the breach of, any other condition or provision of this Agreement. No waiver shall be effective unless made in a writing executed by the waiving party.
20. Successor Interests. This Agreement and the rights granted hereunder are not assignable or transferable by Licensee without the express written consent of Vote HOA Now, which shall not be unreasonably denied or delayed. Subject to this restriction, this Agreement is binding upon, and shall inure to the benefit of, the successors, assigns and bankruptcy estates of each of the parties.
21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon without regard to, or application of, any conflict of law provisions. The rights and obligations of the parties to this Agreement shall not be governed by the provisions of the United Nations Convention for the International Sale of Goods.
22. Foreign Language Translations This Agreement may be translated into one or more languages for the convenience of the parties or to comply with any law, but in any controversy between the parties, the English language version of this Agreement, as originally prepared, shall be controlling.
23. Jurisdiction, Venue. The parties agree that any suit, action or arbitration proceeding arising out of or relating to this Agreement shall be brought in Multnomah County, Oregon, and the parties expressly consent to the personal jurisdiction over them of any state or federal court in Multnomah County, Oregon, USA. Each party agrees that service of process may be made upon it wherever it can be located or by email directed to its email address for notices under this Agreement. Proper venue and jurisdiction shall exist under this provision only if an action is initiated by one of the parties in the above-specified jurisdiction and venue.
24. Attorney’s Fees. If either party to this Agreement breaches any term of this Agreement, then the other party shall be entitled to recover all expenses of whatever form or nature, costs and attorney’s fees reasonably incurred to enforce the terms of the Agreement, whether or not suit is filed, including such costs or fees as may be awarded in arbitration or by a court at trial or on appeal. In addition, in the event either party to this Agreement becomes a debtor subject to the United States Bankruptcy Code, the non-debtor party shall be entitled to recover any expenses, costs and fees, including attorney’s fees, incurred in connection with enforcing its rights against the debtor party, whether those rights arise under this contract or involve matters arising solely under the Bankruptcy Code.
25. Severability.  If any court of competent jurisdiction finds any term of this Agreement or of any other document or instrument referred to or contemplated in this Agreement, to be invalid or unenforceable, such determination shall not affect the validity and enforceability of the remainder of the Agreement, and the court shall enforce the Agreement in such a manner as to give substantial effect to the intent of the parties as expressed in the Agreement.
26. Paragraph Headings. All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.
27. Amendments. This Agreement may be amended or modified only by a written instrument executed by the parties which expressly states the intent of the parties to modify or amend this Agreement.
28. Entire Agreement. This Agreement and the E-Voting Agreement constitute the entire agreement between the parties pertaining to the subject matter of the Agreement, and supersede all prior discussions, negotiations, understandings, representations and agreements, whether oral or written. The E-Voting Agreement shall, for all purposes, consist solely of the standard purchase documentation provided by Vote HOA Now to you. No terms or conditions in any purchase order form, order acknowledgement or similar documentation provided by you, nor any amendments you make to Vote HOA Now’s E-Voting Agreement, shall be effective. All terms of this Agreement are contractual and not mere recitals.

You may print a copy of this End User License Agreement for your records.

EULA Ver. 05-2018