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End User License Agreement

Axiomtek Legal information

Please carefully read the following terms and conditions before using this product. It contains software, this use of which is licensed by Axiomtek Co., Ltd.( hereinafter refer as “Axiomtek”) , to its End Users for their use only as set forth below. If you do not agree to the terms and conditions of this agreement, do not use the software. No part of this software may be reproduced, copied, translated or transmitted in any form or by any means without the prior written permission of Axiomtek.

1. License Models. Axiomtek provides Software on a Perpetual, or Term basis, embedded and delivered as part of Equipment, as Software Services and on a Subscription basis.

2. License Grant, Rights. Axiomtek grants to you this limited, non-exclusive, non-transferable, non-assignable license solely to use in a single copy of the Licensed Works on a single product for use by a single concurrent user only and solely provided that you adhere to all of the terms and conditions of this Agreement. The Supplemental Terms, include, but are not limited to, the license grant, rights and restrictions for each of the foregoing (including for evaluation purposes) which are located at (website). The availability of Software in one or more of the foregoing license models is at Axiomtek’s sole discretion. Additional license requirements and notices, if any, if not included at (website), shall be contained in the Documentation that is delivered with the applicable Software.

3. Consulting Services. End User may procure Consulting Services under an Order Form. Unless otherwise expressly agreed in an Order Form, all Consulting Services will be: (a) performed on a time and materials basis ("T&M"), with meals, lodging, travel and other reasonably necessary out-of-pocket expenses, such as hardware and software acquired by Axiomtek to support the project ("Expenses"), invoiced in addition to T&M fees, and (b) deemed accepted upon delivery. Materials are owned by and remain the confidential information of Axiomtek, excluding Output.

4. Ownership. Software, Materials, and Documentation (collectively “Protected Materials”) are proprietary to Axiomtek and its affiliates and protected by applicable U.S. and international patent, copyright, trademark and trade secret laws. Axiomtek and its affiliates shall retain ownership in the Protected Materials and all derivatives thereof, and any intellectual property or other rights embodied therein. All proprietary notices incorporated in or affixed to any Protected Materials must be duplicated by End User on all copies of the Protected Materials, as applicable, and must not be altered, removed or obliterated. Except as stated herein, End User receives no other rights to use any of Axiomtek's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

RESTRICTIONS:

(a) End User are expressly prohibited from copying, modifying, merging, selling, leasing, redistributing, assigning, or transferring in any matter, Licensed Works or any portion thereof.

(b) End User may take a single copy of materials within the package or otherwise related to Licensed Works only as required for backup purposes.

(c) End User are also expressly prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the Licensed Works as the Licensed Works contain proprietary material of Licensor. You may not otherwise modify, alter, adapt, port, or merge the Licensed Works.

(d) End User may not remove, alter, deface, overprint or otherwise obscure Licensor patent, trademark, service mark or copyright notices.

(e) End User agree that the Licensed Works will not be shipped, transferred or exported into any other country, or used in any manner prohibited by any government agency or any export laws, restrictions or regulations.

(f) End User may not publish or distribute in any form of electronic or printed communication the materials within or otherwise related to Licensed Works, including but not limited to the object code, documentation, help files, examples, and benchmarks.

5. Restrictions. End User may not copy, modify, sublicense, or distribute the Software except as expressly provided under this License. Nay attempt otherwise to copy, modify, sublicense or distribute the Software is void, and will automatically terminate End User’s rights under this License. However, parties who have received copies, or rights, form End User under this License will not have their license terminated so long as parties remain in full compliance.

6. Indemnity Exclusions. Axiomtek shall not be liable to the extent any claim regarding end user’s use of the Axiomtek software, software services and materials is based upon or attributable to: (a) modifications made by end user to the Axiomtek software, software services, and materials or portions thereof; (b) such claim would have been avoided by use of the then current release of the Axiomtek software, or software services made available to end user; (c) end user’s continued allegedly infringing activity after being provided with modifications that would have avoided the alleged infringement; or (d) end user’s output.

7. Remedies. In the event of a breach of an indemnification obligation that arises under the section entitled “indemnity”, Axiomtek’s liability and end user’s sole and exclusive remedy (in addition to the “indemnity”) shall be for Axiomtek at its own expense, to either (a) repair, replace or modify the affected Axiomtek software or software services or re-perform the affected consulting services or (b) alternatively, procure for end user the right to continue to use the affected Axiomtek software, software services, or materials. If the foregoing remedies are not commercially feasible (in the reasonable opinion of Axiomtek), Axiomtek may (i) cancel the applicable order form and, as applicable, for the affected Axiomtek software or software services, refund the license fees and any unearned maintenance fees paid to Axiomtek by end user for the affected Axiomtek software or software services, or (ii) for consulting services refund all amounts paid to Axiomtek by end user for the affected consulting services.

8. Warranties and Disclaimers. The warranties, if any, set forth in the supplemental terms are in lieu of, and Axiomtek, its Axiomteks, web host, data center and suppliers expressly disclaim to the maximum extent permitted by law, all other warranties, express or implied, oral or written, including, without limitation, (i) any warranty that any software, materials or services are error-free, accurate or reliable or will operate without interruption or that all errors will be corrected or will comply with any law, rule or regulation (ii) any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement and (iii) any and all implied warranties arising from statute, course of dealing, course of performance or usage of trade. End user assumes all responsibility for the selection of the software, other products and services provided hereunder to achieve end user’s intended results. End user acknowledges that use of or connection to the internet provides the opportunity for unauthorized third parties to circumvent security precautions and illegally gain access to the services and end user data and that no form of encryption is foolproof. Accordingly, Axiomtek cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the internet. All alpha, beta, developer evaluation, free trial and evaluation licenses are provided on an as is and as available basis, without warranties of any kind, maintenance or indemnity obligation on the part of Axiomtek

9. Limitation of liability. Except for infringement or misappropriation of the other party’s intellectual property rights including, without limitation, trade secrets, damage for bodily injury, death, damage to real or tangible personal property or intentional misconduct or gross negligence or any other liability that may not be excluded under applicable law (the “excluded matters”), in no event will either party hereto be liable for any loss or unavailability of or damage to data, lost revenue, lost profits, failure to realize expected savings, damage to reputation, business interruption, downtime costs or any indirect, incidental, consequential, special, punitive, exemplary or any similar type of damages arising out of or in any way related to the agreement, the use or the inability to use the software, software services, maintenance or consulting services, even if advised of the possibility of such damages. End user assumes all responsibility for the selection of the software, other products and services provided hereunder to achieve end user’s intended results. Except for the excluded matters, in no event shall either party’s total liability to the other for all claims arising out of or as a result of the agreement exceed the greater of 1,000,000 USD or the fees paid by an end user to Axiomtek under the applicable order form.

10. Government Use. If the Software, Software Services, Documentation, Materials and any other Axiomtek services are being or have been acquired with U.S. Federal Government funds, or End User is an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, Software Services, or any related documentation of any kind, including technical data, manuals or Materials, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. The Software, Materials and any Axiomtek services are commercial items as defined by the federal acquisition regulation. Use of the Software and Materials by the Government is further restricted according to the Agreement and any amendment hereto.

11. Term and Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Licensed Works and destroying all copies of the Licensed Works. Upon any termination, you agree to uninstall the Licensed Works and return or destroy all copies of the Licensed Works, any accompanying documentation, and all other associated materials.