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END USER LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY.  YOUR EMPLOYER, OR THE PARTY WITH WHICH YOU CONTRACT, AS APPLICABLE, ("CUSTOMER") HAS BEEN GRANTED A LICENSE BY REEHER, LLC ("REEHER") TO ACCESS AND USE CERTAIN SERVICES (THE SCOPE OF "SERVICES" IS DETERMINED BY THE ORDER FORMS EXECUTED BY CUSTOMER AND REEHER. YOU CAN ONLY ACCESS AND USE THE SERVICES PURCHASED BY CUSTOMER).  REEHER IS WILLING TO GRANT TO EACH USER OF CUSTOMER A LICENSE TO ACCESS AND USE THE SERVICES PURCHASED BY CUSTOMER, BUT ONLY UPON HIS/HER ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ("EULA").  BY CLICKING ON THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO BE BOUND BY EACH OF THE FOLLOWING TERMS AND CONDITIONS YOU WILL NOT GET ACCESS TO THE SERVICES.

  1. License Grant.  Subject to the terms and conditions of this EULA, Reeher grants to you a nonexclusive, nontransferable, limited license, without right of sublicense, to access and use:
    1. the Services purchased by Customer via means the domains, www.reeher.net and www.reeherdashboard.com, as applicable, ("Platform Websites") solely for the purposes of assisting in fundraising efforts for Customer's internal business purposes; and
    2. the content for the software to which Customer has purchased a license via the Platform Website and Internet solely for internal business purposes of Customer for use as follows, you may: (i) view, edit and create derivative works of Text Materials made available and only if, in doing so, you do not materially alter the meaning of the Text Materials or excerpts thereof or cause the Text Materials, excerpts thereof or derivative works thereof to become factually incorrect or misleading. You may not add additional information to the Text Materials. All uses of the Text Materials (including modifications and derivative works thereto) shall be solely for internal training or educational purposes at Customer relating to fundraising purposes; (ii) view and use the Output for fundraising purposes; and (iii) view and use all other content as required to support the Service purchased and for fundraising purposes.  "Output" means all scores and other output generated through use of applicable Services hereunder. "Text Materials" means the written white papers or training materials that form part of the content for the software to which Customer has purchased a license. "Text Materials" specifically excludes any training videos, images, user interface designs and other creative designs, photography, graphics, music, audio and video and Output.
  2. Restrictions on Use.  Reeher reserves all rights in the Services not expressly granted to you in this EULA. You may not access and use content and software which are not purchased by Customer. You may not upload, download, recreate, display, perform, post, copy, reproduce, replicate, frame, mirror, download, disclose, publish, modify, create derivative works of, or translate the Services, the software or systems supporting the Services or the Platform Website, content or software, in whole or in part, or attempt to reverse assemble, reverse compile, reverse engineer, decompile, disassemble, or access the source code for, the Services, the software or systems supporting the Services or the Platform Website, content or software, or any component thereof.  You may not use the Services, the software or systems supporting the Services or the Platform Website, content or software, in whole or in part, in the operation of a service bureau or on an application or software as a service provider basis to support anyone. You may not rent, lease, sublicense, sell, assign, market, transfer, distribute or loan by any means the Services, the software or systems supporting the Services or the Platform Website, content or software. You may not allow access to the Services, the software or systems supporting the Services or the Platform Website, content or software to anyone. You may not use, evaluate or view the Services, the software or systems supporting the Services or the Platform Website, content or software, for the purposes of designing or creating any software program or system or content, in whole or in part, with features or functions similar to the features or functions of any of the Services, the software or systems supporting the Services or the Platform Website, content or software. In addition, your access to and use of the Services shall be in compliance with Reeher's then-current Acceptable Use Policy.
  3. Ownership.  You agree that, as between you and Reeher, Reeher is the sole owner of all right, title and interest (including all intellectual property rights) in and to the Services and all components thereof.  To the extent that through your relationship or contract with Customer you have not already assigned all right, title and interest you have in and to the edits, modifications and derivative works to the Text Materials and any and all intellectual property and proprietary rights therein, you hereby irrevocably assign, and shall be deemed to have assigned as created, to Reeher all right, title and interest in and to the edits, modifications and derivative works to the Text Materials and any and all intellectual property and proprietary rights therein; provided, however, that you may use such rights during the term of this Agreement pursuant to the terms of Section 1. The entire content of the Services and the selection, coordination, arrangement, and enhancement thereof, is protected under the copyright laws of the United States of America, international treaties and other intellectual property laws (including without limitation the copyright in the selection, coordination, arrangement and enhancement of all content).
  4. Suggestions.  Reeher shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate in the Services any suggestion, enhancement requests, recommendations of other feedback provided by you relating to the operation, features or functionality of the Services.
  5. Your Obligations.  You represent and warrant to Reeher that you will only use the Services as permitted under this EULA. You also warrant that you will only use the Services to access your own account, that you will not attempt to access other users accounts, and that you will not provide access to the Services to any third parties.
  6. Disclaimer of Warranties.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, AND REEHER EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.  REEHER DOES NOT WARRANT THAT ACCESS TO, OR OPERATION OF, THE SERVICES (INCLUDING WITHOUT LIMITATION THE PLATFORM WEBSITE, CONTENT AND SOFTWARE) WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE SERVICES (INCLUDING WITHOUT LIMITATION THE PLATFORM WEBSITE, CONTENT AND SOFTWARE) OR ANY COMPONENT THEREOF, WILL SATISFY YOUR OR ANY THIRD PARTY'S REQUIREMENTS.
  7. Limitation of Liability.  NOTWITHSTANDING ANYTHING ELSE IN THIS EULA OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (a) REEHER BE LIABLE UNDER OR AS A RESULT OF THIS EULA TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF REEHER HAS BEEN INFORMED OF THE POSSIBILITY THEREOF, AND (b) REEHER'S TOTAL, CUMULATIVE LIABILITY FOR ANY LOSS, COST, CLAIM, LEGAL ACTION OR DAMAGES OF ANY KIND (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY) ARISING OUT OF OR RELATED TO THIS EULA EXCEED $10. No claim, regardless of form, which in any way arises out of this EULA may be made or brought by you more than one (1) year after the basis for the claim becomes known to you. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY EXCLUSIVE REMEDIES.
  8. General.  The laws of the State of Minnesota will govern this EULA, without reference to its conflicts of law principles. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the State and Federal courts located in Hennepin County, Minnesota; such jurisdiction and venue being exclusive for you. The United Nations Convention on Contracts for the Sale of Goods does not apply to this EULA.  If any provision of this EULA is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force.  The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  This EULA is the entire and exclusive agreement between you and Reeher with respect to the subject matter hereof.

I Agree                                                 I Do Not Agree