VIRPO EXPRESS 3.10

EULA - End User License Agreement

End User License Agreement – EULA
Copyright (C) VIPRO Inc.
All Rights Reserved

END-USER LICENSE AGREEMENT FOR VIPRO SOFTWARE

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal contract between you (either (a) an individual user or (b) a business organization and the user designated in accordance with Part D below) and VIPRO Inc., an Kansas corporation doing business as VIPRO Inc ("VIPRO") for the VIPRO software that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software"). The Software also includes any updates, add-on components, web services and supplements that VIPRO may in the future provide to you or make available to you, to the extent such items are not accompanied by a separate license agreement or terms of use. The Software is licensed, not sold. VIPRO is willing to license the Software to you only if you accept the terms and conditions of this EULA. By clicking on the "I ACCEPT" button, by opening the package that contains the Software, or by copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not wish to be bound by the terms of this EULA, click the "I DO NOT ACCEPT" button, and do not install, access or use the Software.

If you have questions concerning this EULA, or if you wish to contact VIPRO for any reason, please contact the VIPRO OEM Partner, distributor or reseller serving you or write to VIPRO at 10100 West 87th Street STE 111, Overland Park, KS 66212 USA.

PART A-LICENSE OF EVALUATION SOFTWARE

Software provided to you on a complimentary basis for evaluation purposes, regardless of how labeled, is "Evaluation Software." Your possession and use of Evaluation Software will be governed by the terms set forth in this Part A and in Part D below.

1. Grant of License. VIPRO grants you a limited, personal, non-exclusive, non-transferable license to use the Evaluation Software solely to evaluate its suitability for your internal business requirements on the terms and conditions set forth in this Part A and in Part D below. Without limiting the foregoing, you may not publicly distribute Evaluation Software for any purpose. This license may be terminated by VIPRO at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of your evaluation of the Evaluation Software or (b) the expiration of the 15- or 30-day evaluation period shown in the Evaluation Software.

2. Use of Evaluation Software. Since this is Evaluation Software, portions of the full-use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections.

3. Disclaimer of Warranty. THE EVALUATION SOFTWARE IS PROVIDED ON AN "AS IS, WITH ALL DEFECTS" BASIS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS ("VICES CACHÉS")), ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
PART B--LICENSE OF SOFTWARE

Your possession and use of any Software other than Evaluation Software and Beta Software will be governed by the terms set forth in this Part C and in Part D below.

1. Grant of License. Upon your payment of the full license price and acceptance of this EULA, VIPRO grants you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth in this Part C and in Part D below.

2. Restrictions on Use of Software. You may install and use one copy of the Software on a single computer only for your internal business purposes. You will not rent, lease, lend, sublicense, redistribute or otherwise allow third parties to use the Software directly or indirectly, whether on a time sharing, remote job entry, or service bureau arrangement or to provide commercial hosting services to third parties. You will not copy, modify or prepare derivative works of the Software. You may use the Software only in the language(s) which you select during installation or for which you acquire rights pursuant to an VIPRO Language Pack. You may not share the Software, except as set forth Section 3 below.

3. Shared Use on a Single Computer. Subject to the exceptions set forth at the end of this Section 3, a copy of the Software installed on a single common machine may be shared for internal use by employees and contractors of your business only.

4. Authority. With respect to any licenses purchased to effectuate shared use on a single computer pursuant to Section 3 above, you represent and warrant that you are authorized to enter into this EULA on behalf of the business purchasing such licenses.

5. Redistributable Files. The Software''s component parts may not be separated for use on more than one computer, except as set forth in this Section 6.

6. Enterprise License or Other Agreements. If you acquired the Software pursuant to an VIPRO OEM, Enterprise License or Other Agreement, you may be provided with additional benefits not listed in this Agreement.

7. Support Services. All end-user support services are provided by authorized VIPRO OEM partners (and their associated resellers) related to the Software ("Support Services"). The provision and use of Support Services is governed by the VIPRO policies and programs setup with it’s OEM Partners. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA. Under special contract or other agreement, VIPRO may provide you with support services related to the Software. With respect to technical information you provide to VIPRO or it’s OEMs as part of the Support Services, VIPRO may use such information for its business purposes, including for product updates and development.

8. Limited Warranty. VIPRO warrants (a) that the Software will, for a period of ninety (90) days from the date of delivery, perform substantially in accordance with VIPRO''s written materials accompanying it, and (b) that any Support Services provided by VIPRO’s OEM Partners shall be substantially as described in applicable written materials provided to you by VIPRO. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS ("VICES CACHÉS")) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED, WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. Some states and jurisdictions do not allow disclaimers of or limitations on the duration of an implied warranty, so the above limitation may not apply to you. To the extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days.

9. Customer Remedies. In the event of any breach of the foregoing warranty or any other duty owed by VIPRO, the entire liability of VIPRO and its suppliers, and your exclusive remedy shall be, at VIPRO''s option, either (a) return of the price paid by you for the Software (not to exceed the suggested U.S. retail price) if any, (b) repair or replacement of the defective Software or (c) re-performance of the Support Services. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

PART D---GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SOFTWARE LICENSES

Your possession and use of the Software for any purpose will be governed by the terms set forth in this Part D and in Part A, B or C above, whichever is applicable.

1. Designation of Individual User. If you are a business organization, you must designate one owner, officer or employee in your organization to exercise the rights set forth in this EULA. The provisions of this EULA shall bind you and that designated person, jointly and severally.

2. Use of Software. Except as permitted pursuant to this EULA, you will not otherwise use or copy, translate, modify, adapt, decompile, disassemble or reverse-engineer the Software. You agree not to use the Software in violation of any law, statute, ordinance or other regulation (including export control and unfair competition laws) or any obligation to which you are bound. You agree to comply with all applicable laws and regulations regarding your use of the Software. You agree to indemnify VIPRO from and against any liability that VIPRO may incur arising from your breach of this EULA or your use of the Software. Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the program.

3. Ownership. All patents, copyrights, trade secrets, service marks, trademarks, and other proprietary rights in or related to the Software are and will remain the exclusive property of VIPRO or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Software is located. You hereby assign and agree to assign any and all rights you may have or acquire in or to the Software to VIPRO for no additional consideration. You will not take any action that jeopardizes VIPRO''s or its licensors'' proprietary rights or acquire any rights in the Software, except the limited rights set forth in this EULA. VIPRO or its designee will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or development thereof. At VIPRO''s request, you will execute or obtain the execution of any instrument that may be appropriate to assign these rights to VIPRO or its designee or to perfect these rights in VIPRO''s or its designee''s name. You may make one copy of the Software for back-up and archival purposes. You may not remove, modify or alter any VIPRO copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the VIPRO Setup Wizard dialogue or ''about'' boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software.

4. Confidentiality. You acknowledge that the Software is and incorporates confidential and proprietary information developed, acquired by or licensed to VIPRO. You will take all reasonable precautions necessary to safeguard the confidentiality of the Software, and will not disclose any information about the Software or the Software evaluations or reports to any other person without VIPRO''s prior written consent. You will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Software. The placement of a copyright notice on the Software will not constitute publication or otherwise impair its confidential nature. You acknowledge that any breach of this Section will cause irreparable harm to VIPRO and its licensors.

5. Transfer of Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in Evaluation Software, Beta Software, or Software labeled "Not for Resale" or "NFR." You may not, by operation of law or otherwise, transfer any license rights or other interests in any other Software, unless (a) you permanently and wholly transfer all your rights under this EULA; (b) you retain no copies (whole or partial); (c) you permanently and wholly transfer all of the Software (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (d) the transferee agrees to abide by all the terms of this EULA. Any purported transfer not in accordance with this Section 8 will be void.

6. Limitation of Damages. IN NO EVENT SHALL VIPRO, ITS LICENSORS OR SUPPLIERS OR ITS OR THEIR RELATED COMPANIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF YOU OR ANY OTHER PARTY ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL VIPRO OR ITS SUPPLIERS BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE FOLLOWING FOR EACH RESPECTIVE BREACH OR SERIES OF RELATED BREACHES: (i) WITH RESPECT TO SOFTWARE, THE AMOUNT OF LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT GAVE RISE TO SUCH DAMAGES OR LOSSES; AND (ii) WITH RESPECT TO ANY SUPPORT OR OTHER SERVICES PROVIDED HEREUNDER, THE AMOUNT OF FEES PAID FOR THE SUPPORT OR SERVICES THAT GAVE RISE TO SUCH DAMAGES OR LOSSES. EXCEPT WITH REGARD TO PAYMENTS DUE VIPRO, NEITHER PARTY SHALL BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL THAT COULD NOT BE AVOIDED BY ITS EXERCISE OF DUE CARE.

7. Upgrades and Subscription. If the Software is labeled or otherwise identified by VIPRO as an "upgrade" or "subscription," you must be properly licensed to use a product identified by VIPRO as being eligible for the upgrade in order to use the Software. Any Software labeled or otherwise identified by VIPRO as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.

8. Dual-Media Software. You may receive the Software in more than one medium. Regardless of the type or size of the medium you receive, you may use only that one medium that is appropriate for your single computer. You may not use or install from the other medium on another computer, including but not limited to portable computers under the exclusive control of the registered developer. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the Software.

9. U.S. Government Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. U.S. Government users will receive no greater than Restricted Rights as defined in FAR 52.227-14, FAR 52.227-19(c)(1-2) (Jun 1987) or DFAR 252.227-7013(c)(1)(ii) (Oct 1988), DFAR 252.221-7015(c) (May 1991), DFAR 252.227-7014, or DFAR 252.227-7018 as applicable in any Software. Government users will secure no greater than limited rights as defined in FAR 52.227-14, DFAR 252.227-7015, DFAR 252.227-7018, or DFAR 252.227-7013 as applicable in any technical data in or related to the Software. Manufacturer is: VIPRO, 10100 West 87th Street STE 111, Overland Park, KS 66212, USA.

10. U. S. Export Restrictions. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to VIPRO''s business or related technical data or any direct product thereof to any Restricted Person.

11. Termination. In addition to any other rights or remedies it may have under applicable law, VIPRO may terminate this EULA if you fail to comply with its terms and conditions. In that event, you will destroy any and all copies of the Software and all of its component parts. You agree to promptly un-install and delete all copies of the Software in your possession and discontinue any further use of the Software. The parties'' rights and obligations under Section 3 of Part A; Sections 5 and 6 of Part B; Sections 8 and 9 of Part C; and Sections 1, 2, 3, 4, 5, 6, 9 and 10 of this Part D will survive the termination of this Agreement.

12. Miscellaneous.

(a) Relationship of Parties. You and VIPRO are independent parties. Nothing in this EULA shall be construed as making you an employee, agent or legal representative of VIPRO.
(b) No Third-Party Beneficiaries. There are no third-party beneficiaries of this EULA.
(c) Jurisdiction of Courts. You hereby consent to the exclusive jurisdiction of the courts situated in Johnson County, Kansas for the resolution of any dispute arising out of or related to this EULA.
(d) Entire Agreement. This EULA constitutes the complete and entire understanding and agreement of all terms, conditions and representations between you and VIPRO with respect to the Software.
(e) Controlling Law. This EULA will be construed and enforced in accordance with the internal laws of the State of Kansas.
EULA Build Date: 2006/09/04