Software License Agreement

This Software License Agreement (the "Agreement") is made by and between Exact Magic Software, LLC (the "Developer") and the licensees of of our software (the "Licensee"). It applies to applications and utilities downloaded or purchased from the Developer (the "Software"). All software from Exact Magic Software is licensed, not sold, and is subject to the terms of the Agreement.

License

Developer hereby grants to Licensee a non-exclusive, nontransferable, limited license to use the Software as set forth in this Agreement. No rights are granted for use of illegal copies of the Software, or for legal copies of the Software obtained by unlawful means. You do not own the Software; you have been granted the right to use it. "You" as the terms is used herein, includes individuals as well as business entities, such as corporations, limited liability companies, and partnerships. All Software is licensed on per-user basis. Licenses are sold in both Single User and Multi-User formats, the rights of each are defined below.

A. Single User Licenses. A Single User License grants usage of the Software to a single, named individual for their exclusive use, not a particular computer. The licensed individual may install and use the Software on multiple computers, provided that multiple installations of the software will not be accessed simultaneously, and that the Software is installed for exclusive use of the licensed individual.

B. Multi-User Licenses. A Multi-User License is licensed on a per-user basis. The license permits you to distribute the specified number of licensed copies of the Software entirely within your organization, solely for use by your employees. The software may be used by your employees worldwide; subject to US export restrictions. You may not give, transfer or sell multi-user-licensed copies of the Software to your customer(s), or any third party, nor include such copies in, or with, products you sell. Subject to the number of copies licensed by your organization, users may access the software in any way that is convenient; for example, multiple users on a single machine, by accessing copies stored on local hard disks, or copies stored on network servers. The license is not a concurrent-use license. A multi-user license for the Software entitles your organization to duplicate the software as necessary for distribution within your organization to the specified number of users, in accordance with the Agreement.

Restrictions

You are prohibited from modifying the Software or creating derivative works based upon the Software; altering, merging, modifying, adapting and/or translating the Software, or decompiling, reverse engineering, disassembling, or otherwise reducing the Software to a human-perceivable form; permitting and/or enabling others to use your registration code and/or serial number(s); installing and/or permitting the installation of the software on computers used by anyone who has not obtained an appropriate license; and permitting access to the software to any person who has not obtained an appropriate license.

Trial License

If the Software has been provided to you under a time-limited trial license for evaluation or other purposes, your right to use the Software ends after the time period specified in the trial. After the trial period has elapsed, you must either stop using the Software, or purchase a legal license and obtain your registration key. You must not change the system date or take other steps to circumvent time restrictions while using the trial version of the Software. Such an attempt will cause the termination of the trial period, and your rights to use the software. You may not renew your trial license; each individual is limited to the use of a single trial license for each major version of the Software released by the Developer.

Warranty of Title

Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either: i) procure, at Developer's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Developer.

Third Party Software

The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.exactmagic.com and are made a part of and incorporated by reference into this Agreement. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein. You are prohibited from using and/or combining the Software with any third party software not authorized by the Developer.

Warranty Disclaimer

A. THE SOFTWARE IS PROVIDED TO YOU ON AN "AS-IS" BASIS. THE DEVELOPER PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE SOFTWARE, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN. THE DEVELOPER DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. THE DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN THE UNIFORM COMMERCIAL CODE WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND/OR LIFE SUPPORT OR WEAPONS SYSTEMS. THE DEVELOPER MAKES NO WARRANTY OF QUALITY, PERFORMANCE, ACCURACY OR OPERATION, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. THE DEVELOPER SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF PURCHASE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE DEVELOPER, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. THE DEVELOPER SHALL HAVE NO LIABILITY IN ANY MANNER IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.

B. The warranty disclaimers and limitations on liability set forth herein are fundamental elements of the basis of the agreement between the Developer and the Licensee. The Developer would not provide the Software to you without such limitations. Such warranty disclaimers and limitations on liability inure to the benefit of the Developer's licensor.

C. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business. The limitations or exclusions of warranties, remedies or liability contained in this Agreement shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

Limitation of Liability

Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.

Software Maintenance

A. Free Minor Updates. For the duration of this Agreement, Developer shall make available to Licensee minor updates to the licensed Software at no additional charge. Such updates shall include corrections and modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software (a "Major Update"). A Major Update is distinguished from a Minor Update by an increase in the major version number, at the sole discretion of the Developer.

B. Optional maintenance. If the Developer offers maintenance for the licensed Software, Licensee may elect to purchase maintenance support for successive twelve (12) month periods. Purchasing software maintenance entitles the Licensee to all updates to the software at no additional charge, including both minor and major updates. The charge for such optional maintenance support shall be Developer's regular list price for maintenance and support for the Software as published from time to time by Developer. Licensor shall notify Developer if it desires to purchase optional maintenance. If Licensee fails to take optional maintenance and later elects to receive it, Developer reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. Developer may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.

Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the state of Texas, United States of America.

No Assignment

Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.

Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

Termination

In the event that you fail to comply with this Agreement, the Developer may terminate this Agreement and any license it has previously issued you. Upon such termination, you shall cease use of the Software and destroy all copies of the Software, including your registration and/or serial number and all backup copies (with all other rights and all other provisions of this Agreement surviving any such termination).

Intellectual Property

This Agreement grants you a limited license to use the Software in accordance with its terms. The Developer retains all rights, title and interests, including all copyright and intellectual property rights, in and to, the Software, including all components and parts, and all copies thereof. All rights not specifically granted in this Agreement are expressly reserved by the Developer.