EnSoft Corp. : Legal Information : End-User License Agreement

END-USER LICENSE AGREEMENT FOR ENSOFT SOFTWARE

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and EnSoft Corp. ("EnSoft") for the Software, as defined below, with its primary address in Ames, Iowa. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, ACCESS, OR USE THE SOFTWARE; YOU MAY RETURN IT TO ENSOFT FOR A FULL REFUND, IF APPLICABLE.

APPLICABILITY

Except where noted, this license applies to all of the Software it was distributed with.

SOFTWARE LICENSE

The term "Computer" as used herein shall mean a single physical computing device on which a licensed user may access the Software according to the terms of this agreement and the guidelines for the license type described below.

The term "Software" as used herein shall mean the machine-readable object code of the EnSoft software product that you install, copy, download, access or otherwise use pursuant to the terms and conditions of this EULA, along with any associated media.

The term "User" as used herein shall mean the sapient operator of the Software, prior to or during operation.

1. GRANT OF LICENSE. EnSoft grants you the following rights provided that you comply with all terms and conditions of this EULA:

1.1 Installation and use. Except as otherwise expressly provided in this agreement, you may install and use the Software according to the guidelines for your license type as described below.

License Types

Named-User: Tied to one user for use on a limited number of Computers. Only the user for whom the license is granted may access and/or use the Software. Copies of the Software may be installed by/for the user on as many as three (3) Computers, virtual or physical. Concurrent use of a single license for this Software by multiple users is not permitted. The sole mechanism by which additional users may operate the Software shall be through the legal issuance of additional licenses.

Node-Locked: You may install and use one copy of the Software on a single Computer. The Software may not be installed, accessed, displayed, run, shared or used concurrently on or from different Computers, including a workstation or other device, unless a separate license has been purchased for each such instance of use. You may make one copy of the Software for each of archival, backup, and testing purposes.

1.2 License Grant for Documentation. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only.

2. RESERVATION OF RIGHTS AND OWNERSHIP. EnSoft reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. EnSoft owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of EnSoft.

3. LIMITATIONS ON USE. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, or lend the Software to third parties, or use the Software on behalf of any third party.

4. AUDIT & LICENSE TRACKING. You agree that EnSoft or a duly qualified agent of EnSoft may enter your premises to conduct an audit of your compliance with the terms and conditions of this EULA. The cost of such audit will be borne by EnSoft unless you have failed to pay fees in excess of the greater of 10% of the license fees paid by you to EnSoft for the Software or $10,000, in which case you will reimburse EnSoft for the reasonable costs of the audit. Furthermore, you agree that EnSoft may utilize functionality of the Software to identify the Computer on which the Software is loaded and to limit or restrict use of the Software to that Computer or a replacement

Computer. If the functionality of the Software allows for such data to be transmitted to EnSoft electronically, then you consent to such transmission. If the functionality of the Software does not exist or does not allow for such data to be transmitted to EnSoft

electronically, then you agree to provide to EnSoft no later than the 5th business day of each calendar quarter a list of each Computer, using a unique identifier such as serial number or MAC address, on which you have loaded the Software.

5. CONSENT TO USE OF DATA. You agree that EnSoft may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. Such data will not be transmitted to EnSoft without your prior knowledge. EnSoft may use this information solely to improve their products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.

6. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

7. SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated for use on more than one Computer.

8. TERMINATION. Without prejudice to any other rights, EnSoft may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.

9. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by applicable law, EnSoft provides the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaims all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

10. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. To the maximum extent permitted by applicable law, in no event shall EnSoft be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software, the provision of or failure to provide support or other services, information, software, and related content through the software, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of EnSoft, and even if EnSoft has been advised of the possibility of such damages.

11. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of EnSoft under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by EnSoft) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software, which may not exceed the amount actually paid by you for the Software, or US$5.00. The foregoing limitations, exclusions and disclaimers (including sections 9 and 10) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

12. APPLICABLE LAW. This EULA is governed by the laws of the State of Iowa and, with respect to any dispute arising hereunder, you hereby consent to the jurisdiction of the federal or state courts in Polk County, Iowa.

13. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and EnSoft relating to the Software and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.