End-User License Agreement (EULA)

1. Grant of License

Subject to the terms and conditions set forth herein, ExhibitPower grants to you a non-sublicensable, non-exclusive license to use the Software for your own use on any compatible and authorized device owned or lawfully controlled by you, in object code form only, and only in accordance with the applicable end-user documentation, if any (the "License").

You, the end-user, assume sole and full responsibility for the selection of the Software to achieve your intended results and for your subsequent use of the Software.

2. Limitations

a. Reverse Engineering, Decompilation, and Disassembly

You may not reverse engineer, decompile, or disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software, or modify, adapt, translate, recast, alter, or create derivative works from the Software or any portion of it, or provide or disclose any such Software or any portion of it to any third party, except and only to the extent that such activity is expressly permitted by applicable law or by prior written approval of ExhibitPower (which approval may be conditioned, restricted, or denied in ExhibitPower's sole discretion).

b. Transfer Restrictions

You may not distribute, rent, sell, assign, sublicense, lease, make available on a network, or otherwise transfer the Software to multiple users (except as may be expressly permitted by your license and/or subscription), or use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party. You may not transfer or assign this EULA or any of your rights hereunder to any other party.

c. Use in Other Products

You may not incorporate the Software or any portion of it into, or use the Software or any portion of it to develop other algorithms, programs, software, applications, or products unless expressly approved in writing in advance by ExhibitPower, which approval may be conditioned, restricted, or denied in ExhibitPower's sole discretion.

d. Separation of Components

The Software is licensed as an integrated platform. Its components, as initially provided to you, may not be separated for any purpose, including but not limited to inclusion in any other software, algorithms, programs, applications, system, or platform.

e. Copying Restrictions

You may not copy or modify the Software or provide copies of the Software, in whole or in part, to any other party except as may be expressly permitted by your License or Subscription or other written agreement with ExhibitPower.

f. Ownership

The Software is licensed, not sold, to you for use only under the terms of this EULA. You acknowledge that ExhibitPower retains ownership of the Software, any and all portions, copies, or authorized modifications of it, and all rights in and to it throughout the world, including but not limited to all intellectual property rights.

Upon termination of this License and/or Subscription for any reason, the License, Subscription, and all rights granted to you under this EULA shall terminate and you shall immediately cease all use of the Software.

3. Consent to Use of Data

You agree that ExhibitPower may collect or derive, and use, technical data and related information — including technical information about your device, system and application software, and peripherals — gathered periodically to facilitate the provision of software updates, product support, and other services related to the Software.

ExhibitPower may collect or derive, and use, other non-personally identifying data as it deems necessary for the purposes of evaluating customer usage of the Software, improving its products, developing product enhancements, generating statistics, or other reasonable purposes not contrary to the terms of this EULA, so long as that data does not personally identify you, your customers, employees, attendees, or participants.

4. License, Subscription, and Fees

Your use of the Software is permitted only upon your agreement to the terms of this EULA and payment in full, in advance, in good funds, of the applicable License fee and monthly or annual Subscription fees, based upon the fee structure set forth at ExhibitPower's website (as may be revised from time to time in ExhibitPower's sole discretion), or as otherwise agreed upon in writing between you and ExhibitPower.

• License fees are due and payable in full before the date of first Delivery of the Software (the "Effective Date"). "Delivery" is the first date on which ExhibitPower or an authorized party delivers to you active login credentials for the Software;
• All applicable Subscription fees are due and payable in full, in advance, in accordance with ExhibitPower's fee structure or other express written agreement;
• ExhibitPower reserves the right to revise its License and/or Subscription fee structure from time to time in its sole discretion and without prior notice;
• ExhibitPower shall not refund any portion of the License fee or Subscription fees based upon your election not to use the Software;
• If you change your Subscription level after the 15th of any month, the new applicable monthly Subscription fee shall be effective at the next billing cycle.

5. Software Versions and Updates

ExhibitPower may, from time to time, release updates to or new versions of the Software. Provided you are not in default under the terms of this EULA, ExhibitPower shall make available to you any new version of the Software to the extent that the functionality of the new version represents the then-current version of the functionality comprising the Software under your existing License.

• ExhibitPower has no obligation to provide new functionality or components as part of regular Software updates or version releases;
• ExhibitPower reserves the right to charge an additional fee for new functionality or components if you elect to upgrade;
• All versions of the Software, including any new functionality or components, shall be subject to this EULA in its entirety.

6. Termination

Your rights under this EULA shall remain in effect only for so long as you are in full compliance with all terms and conditions set forth herein. If you fail to fulfill, or are in default of, any of your material obligations under this EULA — including but not limited to payment of applicable Subscription fees — ExhibitPower may:

• Interrupt or discontinue the functionality and/or support of the Software;
• Pursue all available legal and/or equitable remedies to enforce this EULA, including actions to enjoin your use of the Software;
• At any time after your default, terminate this EULA, all Licenses, Subscriptions, and rights granted to you hereunder.

7. Support

You may request support for your use of the Software by contacting ExhibitPower's support team:

• ExhibitPower has no obligation to provide support for any version of the Software other than the current version;
• ExhibitPower shall have no obligation to provide support for problems arising from your integration of the Software with third-party systems, software, or hardware, but may, in its sole discretion, provide such support and charge for such services in accordance with its then-current professional services rates.

8. Disclaimer of Warranties

9. Limitation of Liability

a. Exclusion of Certain Damages

b. Cap on Liability

10. Governing Law and Dispute Resolution

In the event of any dispute arising under this EULA, the dispute shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (AAA), with the laws of the State of Texas being applied. The parties consent to conducting arbitration in Harris County, Texas.

• The arbitration panel shall consist of three attorneys specializing in information technology business litigation with at least fifteen (15) years of experience, or persons having served as a judge in a court of general jurisdiction;
• Within thirty (30) days after initiation of arbitration, each party shall designate one (1) arbitrator, and the third shall be designated by the AAA;
• The parties shall agree within thirty (30) days on procedures to ensure the arbitration is concluded and an award rendered within no more than six (6) months after initiation;
• Either party retains the right to seek provisional remedies (such as preliminary injunction or attachment) from the appropriate court to avoid irreparable harm or preserve the subject matter of the arbitration;
• All arbitration proceedings and related discovery shall be kept confidential;
• All costs of arbitration shall be divided evenly between the parties, exclusive of each party's legal fees, which shall be borne by the party that incurs them.

No party shall bring a claim in any state or federal court for resolution of a dispute under this EULA unless permitted to do so by law after first exhausting the arbitration processes and remedies provided in this section.

11. Notices

Notice to ExhibitPower under this EULA shall be deemed given when received by ExhibitPower. All notices concerning this EULA, unless otherwise provided herein, shall be in writing and delivered to:

12. Miscellaneous

• No Waiver: The failure of either party to exercise any right provided for herein will not be deemed a waiver of any other rights hereunder or any subsequent exercise of any right not previously exercised;
• Severability: To the extent any provision of this EULA is found to be unenforceable or invalid, that provision alone will be limited or eliminated to the minimum extent necessary so that this EULA otherwise remains in full force and effect and enforceable;
• Entire Agreement: This EULA is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and/or oral agreements, communications, and other understandings relating to the subject matter of this EULA;
• Modifications: All modifications of this EULA must be in a writing signed by both parties, except as otherwise expressly provided herein;
• No Agency: No agency, partnership, joint venture, or employment is created by or as a result of this EULA. You do not have any authority of any kind to bind ExhibitPower in any respect;
• Attorneys' Fees: If ExhibitPower is the prevailing party in any action or proceeding to enforce its rights and/or remedies under this EULA, ExhibitPower shall be entitled to recover its attorneys' fees and costs;
• Successors: All rights and remedies under this EULA are enforceable by the lawful successor and/or assign of ExhibitPower.