IMPORTANT! BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT, WHETHER AS AN INDIVIDUAL OR AN AUTHORIZED REPRESENTATIVE OF AN ENTITY WITH AUTHORITY TO BIND IT, YOU HAVE READ THIS END USER LICENSE AGREEMENT ("EULA"), UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO IT, DO NOT INSTALL, COPY OR USE THE SOFTWARE.

This EULA is a binding legal agreement between you (hereinafter "Licensee") and Core Software Technologies, Inc. (hereinafter "Licensor") for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials and any "online" or electronic documentation (hereinafter the "Software"). By installing the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy or use the Software.

1. Grant of License

A. Subject to the terms and conditions in this EULA, Licensor grants to Licensee a limited, non-exclusive, non-transferrable license to install and use the Software for the number of users purchased (the "License"). Licensee may make archival copies of the Software provided that such copies are for Licensee's own use and that the copies contain all of the original Software's proprietary notices.

Licensee shall not (nor cause or permit any other person to): (i) reverse engineer, translate, disassemble, decompile, sell, rent, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute the Software or any part thereof; (ii) copy, in whole or in part, the Software with the exception of making one (1) archival copy of the Software provided that such copy is for Licensee's own use and that the copy contains all of the original Software's proprietary notices; (iii) use the Software to provide consulting or other services to third parties; or (iv) delete any copyright, trademark, patent or other notices of proprietary rights of Licensor as they appear anywhere in or on the Software. If the Software was provided in response to a purchase order originating outside of the United States or pursuant to a sale outside the United States, Licensee shall not use the Software in or distribute the Software to the United States.

B. The License for the Software represents one or more users forming a ("License Domain"). The License Domain is administered by a component of the Software known as the ("License Server"), which is run on a single Computer. Licensee must acquire a separate License for each License Domain. A License for the Software may not be shared or used concurrently in different License Domains.

C. All rights not expressly granted herein are reserved by Licensor. Title to the Software shall remain vested in Licensor, and nothing in this EULA will give or convey any right, title or interest therein to Licensee except as provided herein.

2. Support Services

This Agreement entitles the registered owner to receive technical support by mail and e-mail for one year following the purchase of a Software license. Use of ("Support Services"), if any, is governed by Licensor's policies and programs described in any users manual, in online documentation, and/or other Licensor-provided materials. Any supplemental Software code provided to Licensee as a part of Support Services will be considered part of the Software and subject to the terms of this EULA. With respect to technical information Licensee provides to Licensor as part of the Support Services, Licensor may use such information for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies Licensee except to the extent necessary to provide Licensee with support.

3. Replacement, Modification and/or Upgrades

Licensor may, from time to time, and for a fee, replace, modify or upgrade the Software. When accepted by Licensee, any such replacement or modified software code or upgrade to the Software will be considered part of the Software and subject to the terms of this EULA unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the Software.

4. Termination

Licensee may terminate this EULA at any time by destroying all copies of the Software. The License to the Software automatically terminates if Licensee fails to comply with the terms of this agreement. Upon termination, Licensee is required to remove the Software from Licensee's computers and destroy any copies of the Software in Licensee's possession. Sections 1, 5-12 shall survive termination of this EULA.

5. Proprietary Rights

As between Licensor and Licensee, Licensor has all rights, title, interest, ownership and proprietary rights in and to the Software. Licensor' rights include, but are not limited to, all copies of the Software and any patent rights (including but not limited to patent applications and disclosures), copyrights (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), trademark rights, trade secret rights, and any other intellectual property right recognized in any country or jurisdiction in the world. The Software is protected both by United States law and international treaty provisions.

6. Export and Government Restrictions

Licensee shall fully comply with all relevant export laws, regulations, treaties, and orders ("Export Laws") to assure that neither the Software nor any components thereof are (i) exported, directly or indirectly, in violation of Export Laws; or (ii) are intended to be used or are used for any purposes prohibited by the Export Laws. The Software was developed exclusively at private expense and is deemed to be commercial computer software and commercial computer software documentation. Pursuant to the relevant sections of the FAR and DFAR, the U.S. Government, and any user thereof, is granted only the rights specified in this EULA and acknowledges that these rights are sufficient to fulfill the need for which the Software is being acquired. All rights not expressly granted herein are retained by Licensor. Specifically, the rights set forth in FAR, 48 C.F.R. 52.227-19(c)(2) are not granted, and the Software is subject to the disclosure and reproduction prohibitions of this EULA.

7. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, 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, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NON-INFRINGEMENT. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ANY SERVICE OR REPAIR. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR PRODUCTS, OR BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, AND WHETHER BASED ON THEORY OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEED THE AMOUNT OF ANY LICENSE FEE PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Disputes

This EULA and any dispute arising from or relating to it shall be governed by and construed and enforced in accordance with Minnesota law, without reference to conflicts of laws principles, and excluding the UN Convention on Contracts for the International Sale of Goods. Any legal action or proceeding shall be instituted in a state or federal court in Hennepin County, Minnesota, USA. Licensor and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

10. Severability

If any term of this EULA is found to be unenforceable or contrary to law, it will be modified rather than voided, to the least extent necessary to make it enforceable, and the remaining portions of this EULA shall remain in full force and effect.

11. No Waiver

The waiver by Licensor of a breach of this EULA or a failure to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach or as a waiver of any other right.

12. Other

This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein.

Should you have any questions concerning the Software or this License, contact Core Software Technologies, Inc.

Telephone: +1-507-260-2020.
Email: support@corestech.com