1. Agreement Overview

This End-User License Agreement ("Agreement") is a legal agreement between you ("Licensee," "you," or "your") and Spring Systems ("Licensor," "we," "us," or "our") for the use of our PortalApp software, EDI services, and related documentation (collectively, the "Software").

By installing, copying, accessing, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms, do not install or use the Software.

2. License Grant

Subject to the terms and conditions of this Agreement and payment of applicable fees, Spring Systems grants you a limited, non-exclusive, non-transferable, revocable license to:

• Use the PortalApp web interface for managing EDI transactions with your trading partners
• Access and use the software solely for your internal business operations
• Receive updates and modifications as provided by Spring Systems

3. Restrictions

You may NOT:

• Copy, modify, or create derivative works of the Software
• Reverse engineer, decompile, or disassemble the Software
• Rent, lease, lend, sell, sublicense, or otherwise distribute the Software
• Use the Software for illegal purposes or in violation of any applicable laws
• Remove any proprietary notices or labels from the Software
• Use the Software to transmit harmful, offensive, or disruptive code
• Allow third parties to access the Software except as expressly permitted

4. Ownership

The Software is licensed, not sold. Spring Systems retains all right, title, and interest in and to the Software, including all intellectual property rights. Nothing in this Agreement transfers ownership to you. You acknowledge that the Software contains trade secrets and proprietary information of Spring Systems.

5. Fees and Payment

You agree to pay all applicable fees as described in your service agreement or order form. Fees are non-refundable except as expressly stated in this Agreement. Spring Systems reserves the right to change fees upon notice to you.

6. Confidentiality

You agree to maintain the confidentiality of any proprietary information disclosed by Spring Systems. "Confidential Information" includes the Software, documentation, pricing, business methods, and any other information marked as confidential. You will not disclose Confidential Information to third parties without prior written consent.

7. Support and Maintenance

Spring Systems will provide support and maintenance services as described in your service agreement. Support may include technical assistance, bug fixes, and software updates. Spring Systems is not obligated to provide support for issues caused by your misuse, unauthorized modifications, or third-party software.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPRING SYSTEMS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR SPECIFIC REQUIREMENTS.

9. Limitation of Liability

IN NO EVENT SHALL SPRING SYSTEMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM.

10. Term and Termination

This Agreement is effective until terminated. Spring Systems may terminate this Agreement immediately upon notice if you breach any term. Upon termination, you must:

• Cease all use of the Software
• Destroy or return all copies of the Software
• Provide written confirmation of compliance

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes shall be resolved exclusively in the federal or state courts located in Delaware.

12. Entire Agreement

This Agreement constitutes the entire agreement between you and Spring Systems regarding the Software and supersedes all prior or contemporaneous agreements, whether written or oral. This Agreement may only be modified in writing signed by both parties.

13. Contact Information

If you have questions about this Agreement, please contact us at: