END USER SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CLICKING THE BUTTON INDICATING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO IT'S TERMS.

This is a legal agreement between you, the user (“Licensee”) and Company (“Licensor”) regarding the software program that is attached to or enclosed with this software license agreement, or that is the subject of this documentation (the “SOFTWARE”). The term “SOFTWARE” also includes related documentation (whether in print or electronic form) and, if Licensee is obtaining an update, any pre-existing software and data provided within earlier software releases (to the extent such earlier software and data is retained by, embodied in or in any way used or accessed by the upgraded SOFTWARE provided with this Agreement). 

By opening the packaging of the SOFTWARE, or by installing or using the SOFTWARE, Licensee agrees to be bound by the terms of this Software License Agreement (the “Agreement”). If Licensee does not agree to the terms of this Agreement, then do not install the SOFTWARE and return the copy of the SOFTWARE to the place from which you obtained it. 

License. Licensor grants to Licensee a non-exclusive, nontransferable, terminable as stated herein, nonsublicensable right to install the SOFTWARE and to use or authorize use of the SOFTWARE on one computer, or, in the case of eBooks, to download and use the eBook for your personal use only. In addition, Licensor grants to Licensee a non-exclusive license to copy and distribute internally the documentation portion of the SOFTWARE in support of its license to use the program portion of the SOFTWARE. 

Copy Restrictions. This SOFTWARE is protected by United States copyright laws and international treaty provisions and copying not in accordance with this Agreement is forbidden. Licensee may copy the SOFTWARE only as follows: (i) to directly support authorized use under the license and (ii) in order to make a copy of the SOFTWARE for backup purposes. Copies must include all copyright and trademark notices. 

Use Restrictions. This SOFTWARE is licensed to Licensee for internal use only. Licensee shall not (and shall not allow any third party to): (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the SOFTWARE by any means whatever, or disclose any of the foregoing; (ii) provide, lease, lend, or use the SOFTWARE for timesharing or service bureau purposes, on an application service provider basis, or otherwise circumvent the internal use restrictions; (iii) modify, incorporate into or with other software, or create a derivative work of any part of the SOFTWARE; (iv) disclose the results of any benchmarking of the SOFTWARE, or use such results for its own competing software development activities, without the prior written permission of Licensor; or (v) attempt to circumvent any user limits, maximum gate count limits or other license, timing or use restrictions that are built into the SOFTWARE. 

Transfer Restrictions. Licensee shall not sublicense, transfer or assign this Agreement or any of the rights or licenses granted under this Agreement, except in the case of a merger or sale of all or substantially all of Licensee’s assets.  Permitted transfers, sublicenses or assignments under this Section continue to be subject to the rules regarding Export of the SOFTWARE.  Any transfer in violation of this section shall be void.

Ownership of the SOFTWARE. Licensor or Licensor’s licensors retains all right, title, and interest in the SOFTWARE (including all copies) and all intellectual property rights therein, including without limitation all patent, trade secret and copyright rights, and reserves all rights not expressly granted to Licensee. This License is not a sale of the original SOFTWARE or of any copy. 

Protection of Confidential Information. “Confidential Information” means (i) the source code of the SOFTWARE, and any included trade secrets (including any technology, idea, algorithm or information contained in the SOFTWARE, and specifically including Design Techniques); (ii) either party’s product plans, designs, costs, prices and names; non-published financial information; marketing plans; business opportunities; personnel; research; development or know-how; (iii) any information designated by the disclosing party as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure and reduced to writing and given to the receiving party and designated as confidential in writing within 30 days; and (iv) the terms and conditions of this Agreement; provided, however that “Confidential Information” will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (d) is lawfully obtained from a third party who has the right to make such disclosure; or (e) is released for publication by the disclosing party in writing. 

Each party will protect the other’s Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own like information. Neither party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Neither party will disclose to third parties the other’s Confidential Information without the prior written consent of the other party. 

Termination. This Agreement shall automatically terminate upon any breach of this Agreement.  Additionally, Licensor may also terminate this Agreement in the event of breach or default by Licensee. Upon termination Licensee will relinquish all rights under this Agreement, and must cease using the SOFTWARE and return or destroy all copies (and partial copies) of the SOFTWARE and documentation. 

Limited Warranty and Disclaimer. NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ARE MADE BY LICENSOR WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION (STATUTORY OR OTHERWISE), AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE PROGRAM WILL BE CORRECTED. Licensee assumes the entire risk as to the results and performance of the SOFTWARE. Some states/jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply. 

Limitation of Liability. IN NO EVENT SHALL LICENSOR OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THESE LICENSOR PRODUCTS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Licensor be liable to Licensee for damages in an amount greater than the fees paid for the use of the SOFTWARE. Some states/jurisdictions do not allow the limitation or exclusion of incidental or consequential damages, so the above limitations or exclusions may not apply.  

Export. Licensee warrants that it is not prohibited from receiving the SOFTWARE under U.S. export laws; that it is not a national of a country subject to U.S. trade sanctions; that it will not use the SOFTWARE in a location that is the subject of U.S. trade sanctions that would cover the SOFTWARE; and that to its knowledge it is not on the U.S. Department of Commerce’s table of deny orders or otherwise prohibited from obtaining goods of this sort from the United States.

Miscellaneous. If Licensee is a corporation, partnership or similar entity, then the license to the Software that is granted under this Agreement is expressly conditioned upon acceptance by a person who is authorized to sign for and bind the entity. This Agreement is the entire agreement between Licensee and Licensor with respect to the license to the SOFTWARE, and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with the initial version of the Software). This Agreement is governed by the laws of the State of Florida, USA. This Agreement will not be governed by the U. N. Convention on Contracts for the International Sale of Goods and will not be governed by any statute based on or derived from the Uniform Computer Information Transactions Act (UCITA). If any provision of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Failure to prosecute a party’s rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach. 