END USER LICENSE AGREEMENT – FREE SOFTWARE READ THE TERMS OF THIS LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE (THE "SOFTWARE"). THE LICENSE GRANTED TO YOU IN THIS AGREEMENT ARE CONDITIONED UPON YOUR ACCEPTANCE AND ASSENT TO ALL OF THE TERMS IN THIS AGREEMENT. IF YOU ARE NOT WILLING OR AUTHORIZED TO BE BOUND BY THESE TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE. This Agreement is between ‘you’ (the entity for whose benefit it is used (for example, if applicable, your employer) or the individual entering into this Agreement) and ScriptLogic Corporation, a Delaware corporation ("ScriptLogic”). This Software is licensed and is not sold. FREE LICENSE TERMS. If you download or install the Software which is designated as free or no charge, ScriptLogic grants you only a non-transferable, non-exclusive license for a limited duration to operate the Software ("Free License”). You may not distribute this Software or host it on any website. No support is provided for this Software. ScriptLogic may terminate this license at any time, upon notice to you. This Software is provided AS, IS. RESTRICTIONS. Without the prior written consent of ScriptLogic, YOU MAY NOT: (a) assign, sublicense, rent or lease the Software or use it in any type of software service provider or outsourcing environment; (b) cause or permit reverse engineering (except to the extent expressly permitted by applicable law despite this limitation), decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software; or (c) evaluate or use, or facilitate the evaluation or use, of the Software for the purpose of competing with ScriptLogic in any manner. You are entitled only to those rights with respect to the Software as are expressly granted by this Agreement. TERMINATION. This Agreement terminates upon a breach by you of any term or upon notice from ScriptLogic at any time. Upon any termination of this Agreement or any license, you agree to immediately discontinue any use of the Software, de-install it and destroy the Software and copies of associated databases (if any), and any copies, within 5 days. Upon ScriptLogic's request, you will provide written certification of such compliance. PROPRIETARY RIGHTS AND CONFIDENTIALITY. ScriptLogic or its licensors retain all right, title and interest to the Software and all related intellectual property and proprietary rights. The Software is protected by applicable copyright, trade secret, industrial and other intellectual property laws. You may not remove any product identification, copyright, trademark or other notice from the Software. ScriptLogic reserves any rights not expressly granted to you. "Confidential Information” means all proprietary or confidential information that is disclosed to the recipient ("Recipient") by the discloser ("Discloser"), and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; (ii) as to ScriptLogic, and its licensors, the Software; and (iii) the terms of this Agreement, including without limitation, Software pricing information. Confidential Information does not include information that Recipient can show: (a) was rightfully in Recipient's possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; (d) is independently developed by or for Recipient without use of the Confidential Information; or (e) is required to be disclosed by applicable law or court order. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this Agreement. YOU ACKNOWLEDGE THAT ANY MISUSE OR THREATENED MISUSE OF THE SOFTWARE WILL CAUSE IMMEDIATELY IRREPARABLE HARM TO SCRIPTLOGIC FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, YOU AGREE THAT SCRIPTLOGIC IS ENTITLED TO IMMEDIATE AND PERMANENT INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE EVENT OF SUCH BREACH OR THREATENED BREACH. SCRIPTLOGIC DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. DISCLAIMER OF DAMAGES. SCRIPTLOGIC IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, SUPPORT, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW. LIMITS ON LIABILITY. EXCEPT IN THE CASE OF INFRINGEMENT, SCRIPTLOGIC’S TOTAL LIABILITY FOR DAMAGES OF ANY KIND IS LIMITED TO THE AMOUNT PAID FOR THE LICENSE TO THE APPLICABLE SOFTWARE GIVING RISE TO SUCH DAMAGES. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. government or any agency thereof is subject to restrictions as set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 C.F.R. 52.227-19, as applicable. Contractor/manufacturer is ScriptLogic Corporation, 6000 Broken Sound Parkway, Boca Raton, FL 33487. GOVERNING LAW and ARBITRATION. THIS AGREEMENT IS GOVERNED BY THE STATE OF FLORIDA, USA SUBSTANTIVE LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY. ANY DISPUTE BETWEEN YOU AND SCRIPTLOGIC ARISING OUT OF THIS AGREEMENT OR THE BREACH OR ALLEGED BREACH, MUST BE DETERMINED BY BINDING ARBITRATION CONDUCTED IN ENGLISH. THE ARBITRATION SHALL BE HELD IN BOCA RATON, FLORIDA, U.S.A., UNDER THE CURRENT COMMERCIAL OR INTERNATIONAL, AS APPLICABLE, RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE COSTS OF THE ARBITRATION WILL BE PAID EQUALLY PENDING THE ARBITRATOR'S AWARD. THE AWARD RENDERED SHALL BE FINAL AND BINDING, AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT IS DEEMED AS PREVENTING EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THE DISPUTE AS NECESSARY TO PROTECT EITHER PARTY'S CONFIDENTIAL INFORMATION, OWNERSHIP, OR ANY OTHER PROPRIETARY RIGHTS. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN CONFIDENCE, AND THE PARTY PREVAILING IN ARBITRATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES AND COSTS INCURRED, FROM THE OTHER PARTY. EXPORT LAWS. You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Software or any underlying information or technology except in full compliance with all United States, foreign and other applicable laws and regulations. AUDIT. ScriptLogic, or its representative, may audit your usage of the Software at any of your facilities. ScriptLogic may make copies of any information as part of the audit, and you will cooperate with such audit. MISCELLANEOUS. A waiver by a party of any breach of any term of this Agreement will not be construed as a waiver of any continuing or succeeding breach. You may not assign or transfer this Agreement or a License to a third party, whether by merger or otherwise. Should any term of this Agreement be invalid or unenforceable, the remaining terms will remain in effect. The parties acknowledge they have read this Agreement and agree that it, and the order, are the complete and exclusive statement of the agreement and supersedes any prior or contemporaneous negotiations or agreements, between the parties relating to this subject matter. This Agreement may not be modified except in writing executed by both parties. Neither of us is responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of nature, such as hurricane or tornado; electrical, internet, or telecommunication outage that is not caused by the obligated party; or other event outside the reasonable control of the obligated party. The parties have agreed that this Agreement and the documents related thereto be drawn up in the English language. Les parties exigent que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais. PRIVACY – PROCESSING OF INFORMATION OUTSIDE OF YOUR COUNTRY: Your information may be stored and processed in any country in which ScriptLogic and its affiliates maintain operations, including outside the European Union. ScriptLogic reserves the right to transfer information outside of your country. Prior to making any such transfer ScriptLogic puts in place security procedures designed to prevent unauthorized use of or access to your information. You consent to any such transfer of information outside of your country. . Should you have any questions concerning this Agreement, or if you desire to contact ScriptLogic, please contact: ScriptLogic Customer Sales and Service, 6000 Broken Sound Parkway, Boca Raton, FL 33487, United States of America or at www.scriptlogic.com Ver: February 27, 2007
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