EVALUATION PROGRAM TERMS OF USE

THIS EVALUATION PROGRAM TERMS OF USE (THIS “TERMS”) SETS FORTH THE LEGAL TERMS AND CONDITIONS WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“COMPANY” OR “YOU”) AND DREAMTEAMOS, INC. (“DREAMTEAMOS”) RELATED TO YOUR ACCESS TO DREAMTEAMOS’ PROPRIETARY PROJECT MANAGEMENT SOFTWARE SERVICE ON AN EVALUATION BASIS (THE “SERVICE”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH DREAMTEAMOS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Provision of the Platform.  Subject to Company’s continued compliance with the Terms, DreamTeamOS hereby grants to Company during the Evaluation Term (as hereinafter defined) a non-exclusive, non-transferable, non-sublicensable and royalty-free right for employees to access and use the Service, solely for Company’s internal business purposes to test and evaluate the Service.
2. Restrictions.  DreamTeamOS reserves all rights that are not expressly granted to Company in Section 1.  Unless otherwise authorized by DreamTeamOS in writing,  neither Company nor any of its employees may:  (i) sublicense, rent, lease, lend, share, redistribute, or otherwise provide any third party with access to the Service, including on a time sharing, service bureau, or other similar basis; (ii) decompile, reverse engineer, or otherwise translate or attempt to derive the source code of all or any part of the Service (except to the extent that this subsection (ii) is limited by applicable law, in which case Company shall to the extent permitted by law inform DreamTeamOS in writing before exercising this right under applicable law); (iii) copy, modify or create derivative works of the Service; (iv) remove or alter any proprietary notices, labels or marks in the Service; (v) disclose the results of testing or benchmarking the Service; (vi) circumvent or disable the Service’s copyright protection or license management mechanisms; or (vii) use the Service to create a product that competes with the Service.  Company and its employees shall comply with all applicable laws, rules and regulations when using the Service.  Company is responsible for ensuring compliance with the Terms by its employees and authorized users and, for the avoidance of doubt, any breach of the Terms by any Company employee or authorized users will be deemed a breach by Company.
3. Ownership.  DreamTeamOS and its licensors own and retain all right, title and interest (including all intellectual property rights) in and to: (i) the Service and any derivative works thereof; and (ii) any and all comments, suggestions, ideas or other information or materials regarding Company’s use of and experience with the Service that Company may provide to DreamTeamOS (“Feedback”).  Company hereby irrevocably assigns, transfers and conveys to DreamTeamOS all right, title, and interest that Company may have in or to any Feedback.  DreamTeamOS may use and exploit the Feedback without restriction whatsoever and without any obligation to provide attribution or compensation to Company. However, the Company shall not be held liable for any results arising out of or related to the use and exploitation of Feedback by DreamTeamOS.
4. Data. The term “Company Data” means (i) any data provided or transmitted by Company into the Service, and (ii) the Company-specific output resulting from Company’s use of the Service.  Company grants to DreamTeamOS a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform, and display Company Data, and provide necessary access to third party service providers acting on DreamTeamOS’ behalf, such as DreamteamOs’ hosting services provider, only: (a) to provide, maintain, and update the Service for Company; (b) as compelled by law; or (c) as expressly permitted in writing by Company. Subject to the limited licenses granted herein, DreamTeamOS acquires no right, title, or interest under the Terms in or to any Company Data.
5. Fees.  To evaluate the Service, the Service is currently being provided by DreamTeamOS to Company free of charge.  Notwithstanding the foregoing, DreamTeamOS reserves the right to charge a fee for the Services in its sole discretion upon modification of the Terms.  In addition, any access or use of the Service beyond the Evaluation Term requires a separate agreement with DreamTeamOS.
6. Services.  During the  Evaluation Term, DreamTeamOS will use commercially reasonable efforts to provide Company with reasonable support services during DreamTeamOS’s regular business hours to help Company test and evaluate the Service.  The parties will agree to the specific services to be provided on a case-by-case basis.
7. Term and Termination.  The Terms commence on the date you accept the Terms and remains in effect for 90 days from such date or until terminated by either party in accordance with this Section 7 (“Evaluation Term”).  Either party may terminate the Terms for convenience upon prior written notice to the other party.  Either party can extend upon mutual agreement by both parties. Upon expiration or termination of the Terms for any reason, (i) the license granted to Company in Section 1 will automatically terminate; (ii) Company must immediately cease all use of the Service; and (iii) each party must return or permanently destroy all tangible embodiments of the other party’s Confidential Information (defined below) within its possession or control and, upon request, certify in writing this obligation has been satisfied.  Sections 2-5 and 7-12 shall survive any expiration or termination of the Terms.
8. Confidential Information.   “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known (due to the nature of the information or the circumstances surrounding disclosure) is the confidential or proprietary information of the Disclosing Party.  For the avoidance of doubt, the Service and all Feedback will be considered Confidential Information of DreamTeamOS. Information will not constitute the other party’s Confidential Information if it: (i) is already known by the Receiving Party free of any obligation of confidentiality; (ii) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; (iii) is publicly known without breach of the Terms; or (iv) is lawfully received from a third party free of any obligation of confidentiality. The Receiving Party will not use any Confidential Information except as expressly authorized by the Terms, will not disclose any Confidential Information to any third party, and will protect the Disclosing Party’s Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances.  The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information.  If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements, the Receiving Party will promptly notify the Disclosing Party of the order and, if requested, reasonably assist the Disclosing Party (at its own expense) to seek an appropriate protective order.
9. Warranty Disclaimers.  DREAMTEAMOS PROVIDES THE SERVICE “AS-IS” AND WITHOUT WARRANTY OF ANY KIND.  DREAMTEAMOS HEREBY EXPRESSLY DISCLAIMS AND WAIVES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING ACCURACY, OPERABILITY, USE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  IN ADDITION, DREAMTEAMOS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. HOWEVER, THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY INACCURACY OR ERROR IN THE SERVICE MAY IMPUGN THE SERVICES PERFORMED IN FURTHERANCE OF THE PURPOSE AND THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS ARISING OUT OF OR RELATED ANY INACCURACY OR ERROR OF THE SERVICE.
10. Limitations on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) DREAMTEAMOS WILL NOT BE LIABLE TO COMPANY UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT THE TERMS OR COMPANY’S USE OF THE SERVICES; AND (II) IN NO EVENT WILL DREAMTEAMOS’ TOTAL LIABILITY ARISING UNDER THE TERMS EXCEED ONE-THOUSAND DOLLARS ($1,000.00).
11. Modification. DreamTeamOS reserves the right, at any time, to modify, suspend, or discontinue the Service, with or without notice.  In addition, DreamTeamOS reserves the right to change the terms and conditions of the Terms.  Company’s continued use of the Service after any such changes take effect shall constitute Company’s consent to such changes.
12. Miscellaneous.  Company agrees that any violation or threatened violation of the Terms may cause irreparable injury to DreamTeamOS, entitling DreamTeamOS to seek injunctive relief in addition to all other legal remedies.  Company understands that DreamTeamOS is subject to regulation by agencies of the U.S. government, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries.  Company warrants that it will comply in all respects with the Export Administration Regulations and all other export and re-export restrictions applicable to the technology and documentation licensed hereunder.  The Terms constitute the entire agreement between the parties with respect to Company’s use of the Service, and supersedes all prior or contemporaneous understandings or agreements, whether oral or written, express or implied.  The Terms will be governed by the laws of the State of Colorado, without regard to its conflicts of laws principles.  Any dispute arising under the Terms will lie exclusively in the courts in Denver, Colorado.  Any waiver of a right arising under the Terms must be made in writing and signed by the party making the waiver.  The Terms may only be amended in a writing signed by the parties.  Company may not assign the Terms without DreamTeamOS prior express written consent. Any attempted assignment in violation of the prior sentence constitutes a breach of the Terms.  If any provision of the Terms is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of the Terms will remain in effect.  Any notice to Company may be provided by email, and you are responsible for providing DreamTeamOS with your most current e-mail address. In the event that the last e-mail address you provided to DreamTeamOS is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, DreamTeamOS’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to DreamTeamOS at the following address: DreamTeamOS, 1800 Wazee St, Suite 300 Denver, CO 80202, Attn: Legal. Such notice shall be deemed given when received by DreamTeamOS by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.