STEELCASE WORKPLACE ADVISORY STUDY END USER LICENSE AGREEMENT

          This Steelcase Workplace Advisor Study End User License Agreement (this “EULA”) is part of an agreement (the “Client Agreement”) between Steelcase Inc., a Michigan corporation (“Steelcase”, “we”, “our”, or “us”), and the client (“Client”) that has purchased a subscription and license to use certain proprietary software of Steelcase and its licensors (the “Software”).  This EULA governs use by Client and all natural persons to whom Client provides access to the Software (each, an “Authorized User”).  In this EULA, unless the context clearly indicates otherwise, all references to “you” or “your” mean both the Client and the individual Authorized User.

          BY CHECKING THE “I ACCEPT” BOX WHEN YOU LOG IN TO USE THE SOFTWARE, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY CLIENT TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS EULA, YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.

1.           License Grant.  Subject to your strict compliance with this EULA, Steelcase hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with the Documentation and this EULA, for Client’s internal business purposes only. As used herein, “Documentation” means user manuals, technical manuals and any other materials provided by Steelcase that describe the operation, use or technical specifications of the Software. The foregoing license will terminate immediately on the earlier to occur of:

(a)           the expiration or earlier termination of the Client Agreement; or

(b)           your ceasing to be authorized by Client to use the Software for any or no reason.

2.         Scope of License. The license granted herein includes the limited right and license to:

(a)           Use and access the Software in accordance with this EULA and the Documentation, solely for Client’s internal business purposes.

(b)           Use the Software to generate, download, print, copy, and save reports, files, or other output generated using the Software that the Software provides you with the option of printing or downloading (“Reports”).

(c)           Download, print, or otherwise view and display any Documentation and use such Documentation, solely in support of your licensed use of the Software in accordance with this EULA. 

3.         Copies.  All copies of the Documentation and Software:

(a)           will be the exclusive property of Steelcase and its licensors;

(b)           will be subject to the terms and conditions of this EULA and the Client Agreement; and

(c)           must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.

4.         Use Restrictions. You will not, directly or indirectly:

(a)           use (including make any copies of) the Software or Documentation beyond the scope of the license granted hereunder;

(b)           modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;

(c)           combine the Software or any part thereof with, or incorporate the Software or any part thereof, in any other programs;

(d)           reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

(e)           remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, Reports, or Documentation, including any copy thereof;

(f)            except as expressly allowed in this EULA, copy the Software or Documentation, in whole or in part;

(g)           use the Software in violation of any federal, state or local law, regulation or rule; or

(h)           use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service.

5.         Reports

.  You may not provide any person or party, except for Client and its other Authorized Users, with access to or a copy (e.g., a screenshot) of any part of the Software, including the dashboard and user interface.  However, Client may use, copy, distribute or disclose any Reports generated using the Software and the information and data contained therein.  The copyright in any such Reports remains the property of Steelcase. 

6.         Log-in Credentials.  You will not share or disclose your log-in credentials with or to any other individual or entity, even if such other individual is also an Authorized User.  If you discover or suspect that your log-in credentials have been accessed or used by anyone other than you, you will promptly change or reset your password.

7.         Compliance Measures.  The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software that is beyond the scope of the license granted in this EULA or that is prohibited by the terms of this EULA.  You will not, and will not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to any such copy protection or security features.

8.         Collection and Use of Information.  Steelcase may, directly or indirectly through the services of others, collect and store information regarding your use of the Software, its performance, and equipment on which the Software is installed or through which it otherwise is accessed and used.  You agree that Steelcase may use such information for any purpose related to the Software, including but not limited to improving the performance of the Software, developing updates, and verifying compliance with the terms of this Agreement and enforcing Steelcase’s or its licensors’ rights, including all intellectual property rights in and to the Software.  Steelcase’s collection and use of information you provide about yourself as a condition to access and use of the Software or certain of its features or functionality will be subject to its privacy policy, available at steelcase.com.

9.         Intellectual Property Rights. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this EULA, or any other rights to the Software other than to use the Software in accordance with the license granted under this EULA, subject to all terms, conditions and restrictions contained therein and herein. Steelcase and its licensors reserve and will retain their entire right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the licenses expressly granted in the Client Agreement and this EULA. You will use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.

10.        Disclaimer of Liability. IN NO EVENT WILL STEELCASE OR ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE CLIENT AGREEMENT, SOLELY FOR THE BENEFIT OF CLIENT AND AT CLIENT’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY THAT STEELCASE OR ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE WILL BE SOLELY TO CLIENT PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.