CiteStack End User License Agreement (“EULA”)

Thank you for purchasing CiteStack (“CiteStack") from FLP Technologies, LLC (“FLP ”). The word “Parties” as used in this End User License Agreement means you and FLP, except that the phrases “Third Party” or “Third Parties” means anyone other than you and FLP. This page contains the terms and conditions ("Terms and Conditions") for CiteStack. By installing CiteStack, you agree to this agreement either for yourself or on behalf of your employer or another entity and agree to be bound by its terms and conditions. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please press the "Cancel" button below. BY INSTALLING THIS SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT INSTALL OR USE THE SOFTWARE. INSTEAD, PRESS “CANCEL” BUTTON BELOW. By pressing the “ACCEPT” button below, you confirm your acceptance of these Terms and Conditions.

1. OVERVIEW. These license terms permit installation and use of one copy of the software on one device, along with other rights, all as described below.

2. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. FLP , reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not:

• Load this software on more than one computer per license;
• Distribute, modify, copy, license, or create derivative works from CiteStack;
• Work around any technical limitations in the software;
• Use any tool to enable features or functionalities that are otherwise disabled in the software;
• Reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
• Make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
• Publish the software for others to copy;
• Use the software in any way that is against the law;
• Rent, lease or lend the software; or
• Use the software for commercial software hosting services.

3. INTELLECTUAL PROPERTY. You acknowledge that FLP owns all right, title and interest in and to CiteStack, portions thereof, or software or content provided through or in conjunction with CiteStack, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from CiteStack, or to extract significant portions of CiteStack’s files for use in other applications. You also agree to (and agree not to allow third parties to) not remove, obscure, or alter CiteStack’s, FLP’s or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through CiteStack.

4. CHANGES TO TERMS AND CONDITIONS. If you paid a licensing fee to FLP for a license to CiteStack, then no change to the Terms and Conditions is effective during the duration of your license, unless agreed to by both parties in writing. If you did not pay a licensing fee to FLP for a current license to CiteStack or if you paid a licensing fee but your license has expired, then FLP Technologies, LLC reserves the right to modify these Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Terms and Conditions, as modified. Please review the most current version of the Terms and Conditions from time to time, located at www.CiteStack.com/EULA (or such successor URL as FLP Technologies, LLC may provide), so that you will be apprised of any changes

5. DISCLAIMER OF WARRANTIES. CiteStack is licensed “as-is.” You bear the risk of using it. FLP disclaims any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of CiteStack and/or any third party software or content accessed in conjunction with or through CiteStack. CITESTACK IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. FLP AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. FLP DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF CITESTACK. FLP DISCLAIMS ANY WARRANTIES REGARDING RELIABILITY, AND TIMELINESS OF ANY INFORMATION CREATED BY ANY THIRD PARTY THAT YOU OBTAIN THROUGH YOUR USE OF CITESTACK. YOU UNDERSTAND THAT LEGAL OPINIONS PROVIDED BY FLP OR THROUGH CITESTACK ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED ON AS A SUBSTITUTE FOR LEGAL ADVICE FROM A LICENSED LAWYER. FLP DOES NOT WARRANT THAT THE INFORMATION IS COMPLETE OR ACCURATE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE CITESTACK AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CITESTACK. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

6. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL FLP BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF CITESTACK OR SUCH THIRD PARTY SOFTWARE OR CONTENT IN ANY AMOUNT EXCEEDING THE LESSER OF ONE YEAR’S LICENSE FEE PAID BY YOU TO FLP OR THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON CITESTACK. THE PHRASE “THRESHOLD AMOUNT” MEANS THE LESSER OF ONE YEAR’S LICENSE FEE PAID BY YOU TO FLP OR THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON CITESTACK.
7. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES ABOVE THE THRESHOLD AMOUNT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF FLP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON CITESTACK, FROM INABILITY TO USE CITESTACK, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF CITESTACK (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. APPLICABLE LAW. The parties agree that any disputes arising under this EULA will be adjudicated separately, and will not be combined, and that all disputes will be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association that are then in effect. Each party will name one (i) independent arbitrator, and the arbitrators chosen by the parties will name a third arbitrator, and the matter will be heard by all three (3) named arbitrators. The decision of the arbitrators shall be final and binding on all parties. Any questions involving contract interpretation shall governed by the laws of the State of Minnesota without regard to its conflict of law provisions. The arbitration shall occur in the County of Hennepin, in Minnesota State, unless both parties agree to a different venue.

9. ENTIRE AGREEMENT. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by FLP .