Milton Bot

MILTON BOT • 03/20/22

By clicking “i agree”, "accept" or other similar button, or by installing, accessing and/or using the milton automation checkout software (“software”) and receiving regularly updated versions ("service"), you expressly acknowledge and agree that you, or the company you represent, are entering into this agreement with milton, and have understood and agree to comply with, and be legally bound by, the terms and conditions of this agreement. to the extent that you agree to this agreement by clicking “i agree”, “accept” or other similar button, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. the software and service are collectively referred to as the “milton product.”

You assume all responsibility for the selection of the milton product to achieve licensee’s intended results and for the installation, use and results obtained from the milton product.

• Ordering Document. The milton Product is ordered via an online form, purchase order, proposal acceptance or other document that references Licensee’s purchase or renewal of a license to the milton Product, and includes details such as subscription term, pricing and scope (collectively, an “Ordering Document”). Ordering Documents may be directly between milton and Licensee or between a milton reseller or integrator and Licensee.

• License to the milton Product. Subject to the terms and conditions of this Agreement, the applicable Ordering Document, and Documentation (defined below), milton hereby grants Licensee a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license ("License") for Licensee's internal business purposes to download, install and use the Software, and to access and use the Service for the subscription term and within the scope set forth in an Ordering Document. If not renewed, at the end of the license term set forth in an Ordering Document, the license to the milton Product and this Agreement will automatically terminate. The Service will deliver and install updates to the Software that are necessary for the efficient performance of the Software. If Licensee blocks or does not install any such updates provided by the Service, then the Software’s performance will degrade.

• Support. You can submit issues and questions via email and our website support page. We will respond to you issues and questions in accordance with our support schedule.

• License Restrictions. Except as expressly permitted in this Agreement, Licensee agrees not to, and shall not permit or encourage any third party to: (i) sublicense, redistribute, sell (except via authorized Licensor partners), lease, lend or rent the milton Product or make available the milton Product to any third party, or otherwise use the milton Product to operate in, or as, a time-sharing, outsourcing, or service bureau environment, (ii) install the Software on a device not owned by, and in the control and possession of Licensee; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Software; (iv) copy (except as necessary for the use of the Software or for back-up purposes), modify, improve, create derivative works of the Software or use the milton Product to develop any service or product that is the same as, or substantially similar to, the milton Product; (v) circumvent, disable or otherwise interfere with security-related features of the milton Product or features that prevent or restrict use or copying of any content or that enforce limitations on use of the milton Product; (vi) disclose the results of any milton Product benchmark test without our express prior express written consent; (vii) use any automated means to access online portions of the Service in a manner that will cause interference with the normal operation of the Service; (viii) take any action that imposes or may impose a disproportionately large load (as milton may determine in its sole discretion) on milton’s infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the milton Product; (x) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the milton Product; (xi) use the milton name, logo or trademarks or service marks without our prior written consent; and/or (xii) use the milton Product to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement. Licensee acknowledges that Licensee's full compliance with the above license restrictions is condition to the License granted to Licensee in this Agreement. You acknowledge that the foregoing License may be further subject to your compliance with additional use restrictions and/or limitations specified in an Ordering Document.

• Documentation. milton may make available Documentation (defined below) to Licensee for Licensee to use for Licensee’s internal business purposes and solely in connection with Licensee’s use of the milton Product during the term of this Agreement. Licensee may print or copy the Documentation as needed for its own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered the confidential information of Licensor. Unless the Documentation is separately referred to herein, all references in this Agreement to the milton Product shall include the Documentation. “Documentation” means Licensor's standard user documentation (that Licensor generally makes available to its milton Product customers), in electronic form, that describes the use, features and operation of the Service.

• Configuration. You will need to configure the milton Product to your specifications. You are solely responsible for the configuration settings you select and the outcome that results from such configurations.

• Verification Features. Licensee hereby acknowledges and agrees that the milton Product may contain a number of methods to verify and support milton Product use. These methods may include technological features that monitor milton Product use, prevent unauthorized use and provide milton Product deployment verification.

• Open Source Software. Portions of the Software may include third party open source software that is subject to third party terms and conditions ("Third Party Terms"). A list of any third party open source software, applicable open source software, and related Third Party Terms is available in the Software notice.txt file, or as a menu item. The list may be updated by milton from time to time. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, milton makes no warranty or indemnity hereunder with respect to any third party open source software.

• Payments. All fees specified in each applicable Ordering Document shall be due and payable as set forth in the Ordering Document. All fees shall be charged in advance to the payment method stipulated in the Ordering Document. If set forth in an Ordering Document, milton may charge your payment method automatically as payments become due without requiring prior authorization in each instance. Licensee shall be responsible to reimburse milton for any costs of collections for overdue amounts, including attorney’s fees. All amounts payable hereunder are non-refundable and shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and Licensee is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. If any such taxes are required to be withheld, Licensee shall pay an amount to Licensor such that the net amount payable to Licensor after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. milton will charge Licensee for any applicable taxes. Licensee agrees to hold harmless Licensor from all claims and liability arising from Licensee’s failure to report or pay such taxes, duties or other governmental charges.

• Required Equipment/Services. Licensee is solely responsible for acquiring and maintaining all of the equipment, software, cloud resources, services and items necessary to access and make use of the milton Product, including without limitation paying all charges, taxes, and other costs and fees related to internet access.

• Confidential Information. Licensee agrees to keep confidential and to use only for purposes of using the milton Product as permitted under this Agreement, any milton proprietary or confidential information disclosed to Licensee pursuant to this Agreement which is marked as confidential or is identified at the time of disclosure as confidential or which should reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by Licensee prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that Licensee shall give written notice to milton of such disclosure and an opportunity, at milton’s expense, to resist or restrain the scope of such request). Upon any termination of this Agreement, Licensee shall return to milton or destroy confidential information, and all copies thereof, in Licensee's possession, custody or control, including the Software and Documentation, unless otherwise expressly provided in this Agreement. If Licensee breaches any of the terms of this Section, Licensee agrees that milton may suffer irreparable harm for which milton cannot be adequately compensated with money damages. Licensee therefore irrevocably consents to the grant of injunctive relief to milton to enforce these provisions and agrees that milton will not be required to post a bond related to the injunctive relief.

• Privacy. All personal information that we receive from you will be handled in accordance with our privacy policy that can be found on our website.

• Anonymous Information. milton may collect activity data, and use and publish Anonymous Information (defined below), and disclose it to its third party service providers, to provide, improve and publicize milton's programs and services. "Anonymous Information" means information about use or operation of the milton Product, which does not enable identification of an individual, such as aggregated and analytics information about use of the milton Product. milton owns all Anonymous Information maintained by milton.

• Indemnity. Licensee agrees to defend, indemnify and hold harmless milton and its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from Licensee’s violation of this Agreement. Without derogating from or excusing Licensee's obligations under this Section 18, milton reserves the right (at Licensee's own expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by Licensee if Licensee chooses not to defend or settle it. Licensee agrees not to settle any matter subject to an indemnification by Licensee without first obtaining milton's express approval.

• Export Laws. Licensee agrees to comply fully with all U.S. and all applicable export laws and regulations to ensure that neither the milton Product nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. For clarity, and without derogating from Section 21 (Term and Termination) below, in case of any change of any applicable law, policy or regulation, which might affect milton’s business, milton will have the right to terminate this Agreement and the license granted hereunder and the Licensee shall have no claims regarding such termination.

• Updates and Upgrades. milton may from time to time provide updates or upgrades to the milton Product (each a "Revision"), but is not under any obligation to do so. Such Revisions will be supplied according to milton’s then-current policies, which may include automatic updating or upgrading without any additional notice to Licensee. Licensee consents to any such automatic updating or upgrading of the milton Product. All references herein to the milton Product shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original milton Product, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

• Suspension. If milton reasonably believes that Licensee is using the milton Product in a manner that may cause harm to milton or any third party then milton may, without derogating from its right to terminate this Agreement for any breach hereof, suspend Licensee's access to the Services until such time as milton reasonably believes the threat of harm, or actual harm, has passed.

• Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Licensee but may be assigned by milton without restriction or notification. Any assignment in breach of this Agreement shall be null and void.

• Governing Law and Disputes. This Agreement, and any disputes between Licensee and milton in connection with this Agreement or the milton Product shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its conflict of laws rules. Licensee agrees to submit to the personal and exclusive jurisdiction of the courts located in Montgomery County, Maryland, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, milton may seek injunctive relief or other relief necessary to prevent or restrain a breach of this Agreement in any jurisdiction.

• General. This Agreement, including the preamble to this Agreement, shall constitute the entire agreement between Licensee and milton concerning the milton Product. In the event of a conflict between this Agreement and any Ordering Document, the terms of this Agreement shall prevail with respect to the subject matter of such notice. milton hereby rejects any term, provision or condition in a Licensee purchase order or other communication which conflicts with, or purports to add to or modify this Agreement and any such term, provision or condition shall be deemed stricken and shall not be binding upon milton may modify this Agreement at any time upon written notice (email acceptable) to Licensee. milton shall not have any liability for any failure of milton or a milton Product to perform arising from a cause not under the reasonable control of milton. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, (i) the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect; and (ii) the invalid provision shall be substituted with a provision that most closely approximates the original legal and economic effect of the invalid provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. All section and sub-section headings used in this Agreement are for convenience only, and shall not be relied upon or used in interpreting this Agreement.

• Agreement Changes. milton may modify this Agreement from time to time. Changes to this Agreement will be sent to you via email and will be indicated by version date. You agree to be bound to any changes to this Agreement when you use the milton Product after the subsequent renewal of the subscription term for the milton Product. It is therefore important that you keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will read the messages we send you to inform you of any changes.

• Limitation of Liability. 1. UNDER NO CIRCUMSTANCES SHALL milton BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE milton PRODUCT. 2. IN ANY EVENT, milton'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM LICENSEE’S USE OF OR INABILITY TO USE THE milton PRODUCT, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY LICENSEE TO milton FOR USING THE milton PRODUCT WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM. 3. THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION 17 SHALL APPLY: (i) EVEN IF milton HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES; (ii) EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE; AND (iii) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.

• Warranty Disclaimers. 1. AS BETWEEN LICENSEE AND milton, THE milton PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 2. milton DOES NOT WARRANT THAT (i) THE milton PRODUCT WILL OPERATE ERROR-FREE, (ii) milton will correct any errors in the milton PRODUCT; OR (iii) THE milton PRODUCT WILL SUCCESSFULLY MASK OR ISOLATE AN ENTITY’S IDENTITY. 3. milton DOES NOT PROVIDE A WARRANTY AGAINST, AND LICENSEE AGREES THAT milton SHALL NOT BE HELD RESPONSIBLE FOR, ANY CONSEQUENCES TO LICENSEE OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS, ERRORS OR FAILURES OF THE milton PRODUCT TO OPERATE AS ANTICIPATED OR IN ACCORDANCE WITH THE DOCUMENTATION. 4. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

• Intellectual Property Rights. 1. Ownership. The milton Product is licensed and not sold under this Agreement and Licensee acknowledges that milton and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the milton Product (including any and all improvements, corrections, modifications, alterations, revisions, extensions, updates, upgrades and/or enhancements to the Service). milton reserves all rights not expressly granted herein to the milton Product. "Intellectual Property Rights" means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic. 2. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the milton Product provided by you to milton are non-confidential and milton (as well as any designee of milton) shall be entitled to the unrestricted use and dissemination of this information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

• Term and Termination. 1. Term. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement and the License granted herein is effective for the duration of the term set forth in Ordering Document. 2. Termination. milton reserves the right, at any time, to: (i) discontinue or modify any aspect of the milton Product; and/or (ii) terminate this Agreement and an Ordering Document and Licensee’s access to, and use of, the milton Product, and shall not be liable to Licensee or any third party for any of the foregoing. Either party may terminate this Agreement and an Ordering Form for convenience at any time upon notice. If you terminate for convenience, then your subscription will continue for the period for which you have paid, and any prepaid payment will not be refunded. 3. Effect of Termination. Upon termination of this Agreement, Licensee shall (i) cease all use of the milton Product; and (ii) delete uninstall (as applicable) and delete all copies of the Software or other digital materials provided by milton which are in Licensee's possession or control. 4. Survival. Any provision of this Agreement which by its nature is intended to survive termination or expiration of this Agreement and any rights accrued by either Licensee or milton under this Agreement, shall survive termination of this Agreement.

Licensee expressly acknowledges that licensee has read the terms of this agreement and understands the rights, obligations, terms and conditions set forth herein. by clicking “i agree”, “accept” or similar button, and/or continuing to download, install, access or use the milton product (as applicable), licensee expressly consents to be bound by the terms of this agreement.