CATALYTIC DESKTOP AGENT END USER LICENSE AGREEMENT
 
This End User License Agreement (“EULA”) applies to the Catalytic Desktop Agent (the “Software”) delivered or otherwise provided by Catalytic, Inc., with its principal place of business at 23 W. Jefferson, 2nd Floor, Naperville, IL 60540 (“Catalytic”) and, upon copying and using of any portion of the Software constitutes acceptance by you of the terms of this EULA.  If you do not agree to the terms of this EULA, DO NOT COPY OR USE THE SOFTWARE.  Software includes the contents of files or other media with which this EULA is provided including, without limitation, usage guidelines, policies and other terms and conditions (“Documentation”) and any upgrades and/or updates to the Software and/or Documentation.
 
1. 	 License and Restrictions.  Subject to your compliance with the terms of this EULA, Catalytic grants you a non-exclusive, non-transferable right to access, download, install, copy and execute the functionality of the Software solely for your own lawful internal business purposes.  You may elect to install and use the Software on one workstation per license located at facilities controller by you for the purposes set forth in this EULA.  No rights to sublicense or distribute the Software are granted and all such rights are reserved by Catalytic.  You may make and retain one copy of the Software for back-up purposes only.  Except for the limited rights expressly granted herein, Catalytic reserves all rights or interests not expressly granted in this EULA.  Any reproduction of any Software or Documentation as permitted hereunder  shall contain all confidential or proprietary notices or legends appearing on the original.
 
You shall not and shall ensure that your employees, agents, contractors, consultants and any other individuals using the Software do not: (a) sell, resell, license, sublicense, distribute or otherwise make the Software available to third parties; (b) copy (except as expressly provided above), disassemble, decompile, modify, reverse-engineer or create derivative works of the Software; (c) use the Software in a manner that violates any applicable local, state, national, international or foreign law or regulation; or (d) export the Software or Documentation to countries, persons or entities prohibited by United States export laws.
 
2. 	Third Party Materials.  Third-party materials may be included in the Software which are subject to terms and conditions separate from this EULA; such terms and conditions can be found in a file accompanying such third-party materials (“Third Party Terms”).  In the event of a conflict between the terms of this EULA and the Third Party Terms, the Third Party Terms shall prevail.    
 
3. 	Updates and Upgrades.  Catalytic agrees to: (i) provide technical support for the Software, (ii) provide all maintenance services necessary to keep the Software in good working order and free from defects in material and workmanship, and (iii) provide, at no additional cost, all major and minor enhancements, versions, releases, updates, upgrades and other modifications to the Software.  
 
4. 	Connection to Catalytic; Third Parties.  If your computer is connected to the internet, the Software may, with or without action on your part or notice, connect to Catalytic’s software-as-a-service application (“Catalytic SaaS Application”) and/or other sites hosted by Catalytic for the exchange of data or performance of other actions and you hereby consent to such connection and acknowledge that loss of such connection may impact the functionality of the Software for which Catalytic shall not be liable.  The Catalytic SaaS Application is governed by separate terms, conditions and fees for access and use. 
 
Furthermore, the Software may permit you to access and interoperate with third-party products and content (Third Party Applications”); to the extent you access and/or interoperate with any such Third Party Applications, the terms and conditions of such access and interoperation is governed by the terms and conditions applicable to the Third Party Applications.  Catalytic does not own, operate, control or endorse the use of any Third Party Applications.  YOU ASSUME ALL LIABILITY AND CONTROL WITH RESPECT TO THE USE OF THIRD PARTY APPLICATIONS and agree that you will not use Third Party Applications in a manner that violates any applicable local, state, national, international or foreign law or regulation. 
 
5.     Warranty and Disclaimer. Except as otherwise provided in this Agreement, you acknowledges and agree that the Software including (without limitation) all updates and enhancements are provided “AS IS” without warranty of any kind, and ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY MATTER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NONINFRINGEMENT ARE DISCLAIMED.
 
6.     Limitation of Liability. IN NO EVENT WILL CATALYTIC, ITS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (WHETHER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR OTHERWISE IN CONNECTION WITH USE OR ACCESS TO THE SOFTWARE OR CATALYTIC MATERIALS, INCLUDING FOR ANY (a) DIRECT damages in excess of an amount equal to fees paid FOR THE SOFTWARE, IF ANY; or (b) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OR INACCURACY OF DATA, WHETHER OR NOT REASONABLY FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  This limitation of liability shall not apply to any mandatory statutory liability.
 
7.     Miscellaneous
7.1. This EULA constitutes the complete and exclusive statement of the agreement between you and Catalytic and in connection with the parties’ business relationship related to the subject matter hereof, and all previous representations, discussions, and writings (including any confidentiality agreements) are merged in, and superseded by this EULA and the parties disclaim any reliance on any such representations, discussions and writings. Only a writing signed by both parties may modify this EULA.
7.2. If any part of this EULA is found void or unenforceable, it will not affect the validity of the remainder of the EULA, which shall remain in full force and effect.
7.3. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver hereof; all waivers being required to be in writing signed by the waiving party. If either party should waive any breach of any provision of the Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision.
7.4. The Agreement and any claims arising out of or relating to the Agreement and its subject matter shall be governed by and construed under the laws of Illinois, without reference to its conflicts of law principles. All disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in Chicago, Illinois (“Selected Venue”) and each party hereby irrevocably and unconditionally consents to personal jurisdiction of the Selected Venue. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
All notices pursuant to the Agreement shall be in writing and shall be deemed duly given when delivered (certified or registered mail or by an overnight courier service with delivery receipt) to you at the address specified at the time of purchasing the Software and to Catalytic at the address set forth in the introductory paragraph of this EULA directed to the general counsel.