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SYSTRONICS END USER LICENSE AGREEMENT AND LIMITED PRODUCT WARRANTY

READ CAREFULLY BEFORE YOU INSTALL OR USE THIS SOFTWARE: This End User License Agreement ("EULA") is a legal agreement between You ("You" and "Your" includes a person and/or an individual entity) and SYSTRONICS llc ("SYSTRONICS") concerning the evaluation, demonstration and/or retail software product(s) (hereinafter collectively referred to as "Software"). The Software includes all component parts, the associated media, any printed materials, any updates, and any "online" or electronic documentation, as applicable. By opening of the Software package, accessing, installing, copying or otherwise using the Software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, SYSTRONICS is unwilling to license the Software to You. In such event, You may not access, use or copy the Software, and You should promptly contact SYSTRONICS for instructions on returning the Software and refund. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA.

SYSTRONICS provides this Software and licenses its use to You. You are responsible for selecting the Software to achieve the intended result and for the installation, use and results obtained from the Software.

THE SOFTWARE, INCLUDING ITS CODE, DOCUMENTATION, APPEARANCE, STRUCTURE AND ORGANIZATIONS, IS A PROPRIETARY PRODUCT OF SYSTRONICS AND IS PROTECTED BY COPYRIGHT AND OTHER LAWS. TITLE TO THE PROGRAM, OR ANY COPY MODIFICATION OR MERGED PORTION OF THE PROGRAM, SHALL AT ALL TIMES REMAIN WITH SYSTRONICS.

1. License – The following restricted rights are granted:

a. License Grant. If You licensed a Software, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, SYSTRONICS hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable right to install and run one copy of the specified version of the Software and the accompanying documentation, solely for Your individual use. This EULA authorizes You to make one copy of the Software solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices set forth in or on the original version of the Software. Upon receipt of the appropriate Software registration information, SYSTRONICS will provide You an alphanumeric key (the "Activation Code") to enable You to use the Software pursuant to the terms of this EULA. Documentation shall include, but not limited to, any printed materials, "online" or electronic data provided by or obtained from SYSTRONICS with regard to this Software ("Documentation"). The Software and Documentation are licensed, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software. If the Software is licensed as a suite or bundle with more than one specified Software product, this EULA applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging or accompanying documentation that applies to any of such Software products individually.

b. Single-User. If this Software is licensed as a single user product, You may use only one copy of the Software, by not more than one user at a time, on a total of one computer or workstation, or personal digital assistant, or pager, or "smart phone," or one such other electronic device for which the Software was designed ("Client Device"), unless otherwise set forth herein. The component parts of the Software may not be used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., random-access memory or RAM) of that Client Device.

c. Multi-User. If the Software is licensed with multi-user or networked license terms, You may use the Software on one server computer, or a greater number as specified in the applicable multi-user license, product packaging or accompanying documentation, within a multi-user or networked environment for connecting, directly or indirectly, to not more than the maximum number of Client Devices, concurrent users and/or seats, as specified in the applicable multi-user license, product packaging or accompanying documentation. Use of software, hardware or services that bypass any Software license restrictions and/or reduce the number of Client Devices, concurrent users and/or seats, as may be applicable, accessing or utilizing the Software (e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end"). If the number of Client Devices, concurrent users and/or seats that can potentially connect to the Software exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Software does not exceed the use limits specified for the license You have obtained.

If this Software is designated for use on a network system, You agree that the particular type of network, number of workstations involved, as well as the type of computers and the memory capacity, can all affect its performance. Therefore, SYSTRONICS cannot guarantee the performance of the Software other than on a network specifically supported by it.

2. Term. Regardless of the location of the Software, You are responsible for strict compliance with any and all of the terms and conditions of this EULA. This EULA will terminate automatically if You fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to SYSTRONICS. When this EULA terminates, You must immediately cease using the Software and destroy all copies of the Software and the Documentation. You may terminate this EULA at any point by destroying all copies of the Software and the Documentation. This EULA is effective unless and until You or SYSTRONICS terminates the EULA earlier, in accordance with the terms set forth herein.

3. Updates & Upgrades.

a. SYSTRONICS may, at its sole discretion, make bug fixes, updates and/or service packs available. SYSTRONICS' maintenance service (AKA SYSTRONICS Software Assurance), if applicable and offered, is available at an additional cost to You, as Licensee, under a separate commercial transaction.

b. By purchasing a SYSTRONICS Software Assurance Plan, You become eligible to receive Software Upgrades (New Product Releases) and Software Updates (Service Packs, Product Updates and Hot Fixes), as well as Offsite (Remote) Technical Support, during the validity period of your Software Assurance Plan.


4. Ownership Rights.

a. Ownership of Software. The Software and Documentation are protected by United Arab Emirates and United States patent, copyright laws and other intellectual property laws, and international treaty provisions. SYSTRONICS and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in (a) the Software, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the SYSTRONICS trademarks, service marks, trade names, icons and logos; (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing; and (d) all Confidential Information (as defined in Section 12 below). You acknowledge that Your possession, installation, or use of the Software does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Software, and that You will not acquire any rights to the Software except as expressly set forth in this EULA. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation.

b. Submissions. Should You decide to submit any materials to SYSTRONICS via electronic mail, through or to SYSTRONICS web site, or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to SYSTRONICS and it assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.

5. Restrictions. You may not rent, lease, sublicense, loan, sell, distribute, market or commercialize any portion of the Software or its components. You may only install and use the Software on hardware which is (a) under Your exclusive control and (b) in the case of hardware performing any server functions, located at premises where You normally conduct day-to-day business operations. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement; provided, however, that You may use the Software, as provided herein, to process the data of an affiliate or subsidiary of which You own more than fifty percent (50%); provided, however, You may not exceed the number of datasets specified on the applicable product packaging or accompanying documentation. You may not use the Software as part of a facility management, timesharing, or service bureau arrangement. You may not transfer any or all of the rights granted to You under this EULA. To the maximum extent this restriction is permitted under applicable law, You may not rename files of, modify, translate, localize, decompile, disassemble, decrypt, reverse engineer, attempt to derive source code from, remove any proprietary notices from, or create derivative works based upon the Software, in whole or in part. You may not duplicate or copy any portion of the Software or Documentation, unless otherwise set forth herein. You may not remove any proprietary notices or labels on the Software, including, but not limited to, the SYSTRONICS and product names wherever they may appear. All rights not expressly set forth hereunder are reserved by SYSTRONICS. SYSTRONICS reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this EULA.

6. Warranty and Disclaimer.

a. Limited Warranty.

· SYSTRONICS warrants that the Program will substantially perform the functions or generally conform to the Program's specifications published by SYSTRONICS and included in this package under normal use for a period of ninety (90) days from the date of delivery to you. SYSTRONICS does not warrant that the functions contained in the Program will meet requirements or that the operation of the Program will be entirely error free or appear precisely as described in the Program documentation. If the Program does not substantially perform the functions or generally conform to the Program's specifications published by SYSTRONICS, you may within 60 days after delivery, write to SYSTRONICS to report a significant defect. SYSTRONICS' only responsibility will be to use its best efforts, consistent with industry standards, to cure the defect. If SYSTRONICS is unable to correct the defect within 90 days after receiving your report, you may terminate your license and this Agreement by returning all copies of the Program with proof of purchase and your money will be refunded.

· SYSTRONICS warrants that for ninety (90) days from the date of original purchase the media on which the Software is contained will be free from defects in materials and workmanship.

b. Customer Remedies. SYSTRONICS' entire liability and Your exclusive remedy shall be replacement of the defective media. To receive replacement of defective media, You must receive a return authorization number from SYSTRONICS and return the defective media to SYSTRONICS at Your expense with a copy of Your receipt. This limited warranty is void if the defect has resulted from accident, abuse, or misapplication. Any replacement media will be warranted for the remainder of the original warranty period.

c. Warranty Disclaimer. To the maximum extent permitted by applicable law, and except for the limited warranty set forth herein, the Software (and accompanying documentation) is provided on an "as is" basis without warranty of any kind, express or implied. Without limiting the foregoing provisions, You assume sole responsibility for selecting the software to achieve Your intended results, and sole responsibility for the installation of, use of, and results obtained from the software. Without limiting the foregoing provisions, SYSTRONICS makes no warranty that the software will be error-free, virus free, or free from interruptions or other failures or that the Software will satisfy Your specific requirements. To the maximum extent permitted by applicable law, SYSTRONICS disclaims all warranties and conditions, either express, implied, or statutory, including but not limited to any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of lack of accuracy or completeness of responses, of results, and lack of negligence or lack of workmanlike effort, all with regard to the Software and associated documentation. There is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description, or non-infringement with regard to the software. The entire risk of the quality of or arising out of use or performance of the software, if any, remains solely with You. Some states and jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to You. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

d. Indemnification. You agree to defend, indemnify and hold harmless SYSTRONICS, its employees, and agents from and against all claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in (a) the installation or use of the Software or (b) Your compliance or failure to comply with this EULA.

e. Data. You acknowledge that any data entry, conversion or storage is subject to the likelihood of human and machine errors, malicious manipulation, omissions, delays, and losses, including, but not limited to, inadvertent loss of: data or damage to media that may result in loss or damage to You and/or Your property, and/or Your detrimental reliance on maliciously manipulated data. SYSTRONICS shall not be liable for any such errors, omissions, delays, or losses. You are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, adopting procedures to ensure the accuracy of input data, examining and confirming results prior to use, adopting procedures to identify and correct errors and omissions, replacing lost or damaged media, and reconstructing data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data. If You licensed an evaluation product, You acknowledge and understand (a) that the evaluation product may be used for evaluation purposes only, (b) that the evaluation product shall be operable only for a limited time and (c) that, upon expiration of the evaluation period, any data or other information used with, processed by and/or stored in conjunction with the evaluation product may be irretrievable, unrecoverable and/or otherwise unusable.

7. Limitation of Liability. Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, shall SYSTRONICS be liable to You or to any other person or entity for any indirect, special, incidental, or consequential damages of any character whatsoever (including, without limitation, damages for loss of profits, loss of goodwill, loss of confidential or other information, for business interruption, work stoppage, computer failure or malfunction, for personal injury, loss of privacy, for failure to meet any duty including a duty of good faith or of reasonable care, for negligence (whether active or passive), and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use or inability to use the software, or otherwise under or in connection with any provision of this EULA, even in the event of fault, tort (including negligence, and gross negligence), strict liability, breach of contract, or breach of warranty by SYSTRONICS, and even if SYSTRONICS has been advised of the possibility of such damages. In no event will SYSTRONICS be liable for any damages in excess of the list price SYSTRONICS charges for a license to the software. This limitation of liability shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation. Furthermore, some states and jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to You. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

8. Entire Agreement. This EULA expressly supersedes and completely replaces any and all prior end user license agreements. SYSTRONICS shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by anyone, with respect to the Software product, including any Authorized Reseller or it's respective agents, employees, or representatives, nor shall You be deemed a third party beneficiary of any obligations of SYSTRONICS to any such Reseller. 

9. Attorneys' Fees. If any party employs attorneys to enforce any rights arising out of or relating to this EULA, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.

10. Severability. If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.

11. High Risk Activities. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). SYSTRONICS expressly disclaims any express or implied warranty of fitness for High Risk Activities.

12. Confidentiality. You agree that the Software, including, but not limited to, all source and object code components, screen shots and displays, graphical user interfaces, algorithms, formulae, data structures, scripts, application programming interfaces and protocols, and the Documentation (collectively the "Confidential Information") are trade secrets of SYSTRONICS and are owned by SYSTRONICS or, where applicable, its third-party licensors. You agree to retain all Confidential Information in strict confidence at least with the same amount of diligence that You exercise in preserving the secrecy of Your most-valuable information, but in no event less than reasonable diligence. You agree to: (a) only disclose Confidential Information to Your employees and agents to the extent required to use the Software under the terms of this EULA and not to disclose or disseminate the Confidential Information to any third party without the prior written consent of SYSTRONICS, (b) use the Confidential Information solely for Your benefit as provided for herein and not to allow any third party to benefit from the Confidential Information, and (c) bind Your employees and agents, by terms no less restrictive than those set forth herein, to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this EULA. Notwithstanding the disclosure of any Confidential Information for any reason, such Confidential Information shall continue to be owned by SYSTRONICS or its licensors. Nothing contained herein shall be deemed to prevent You from disclosing or disseminating Your data, in any format or any report, to whomever You so choose.

13. Miscellaneous. This EULA is exclusively governed by the laws of the United Arab Emirates, without reference to conflicts of law principles. In the event of a dispute or legal action between the parties, they agree to waive any objections to personal jurisdiction, and agree to service of process and exclusive venue in Dubai Courts, UAE. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This EULA sets forth all of Your rights and is the entire agreement between the parties. This EULA supersedes any other communications with respect to the Software and/or Documentation. This EULA may not be modified except by a written addendum issued by a duly authorized representative of SYSTRONICS. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by a duly authorized representative of SYSTRONICS. You hereby acknowledge a breach of this EULA would cause irreparable harm and significant injury to SYSTRONICS that may be difficult to ascertain and that a remedy at law would be inadequate. You agree that SYSTRONICS shall have the right to seek and obtain immediate injunctive relief to enforce the obligations under this EULA in addition to any other rights and remedies it may have. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect. The controlling language of this EULA is English. If You have received a translation into another language, it has been provided for Your convenience only.

14. SYSTRONICS Customer Contact. If You have any questions concerning these terms and conditions, or if You would like to contact SYSTRONICS for any other reason, please call +971-4-3930153, or write to us at: SYSTRONICS llc, 3002, One By Omniyat, Business Bay, PO Box 50183, Dubai, UAE. You may also find us on the Web at http://www.systronics.com or email to sales@systronics.com


YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AND, BY OPENING THE SOFTWARE PACKAGE, INDICATED YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT, UNLESS SPECIFICALLY COVERED BY ANOTHER WRITTEN LICENSE AGREEMENT WITH SYSTRONICS, THIS LICENSE IS THE COMPLETE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY INFORMATION YOU RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.