AZO Technologies End User License Agreement NOTICE TO ALL USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (THE "AGREEMENT") FOR THE LICENSE OF THE SOFTWARE (THE "SOFTWARE") AND/OR HARDWARE (THE "HARDWARE") PRODUCT (THE "PRODUCT") BY AZO TECHNOLOGIES, INC. ("AZO TECHNOLOGIES"). BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING THE SOFTWARE OR USING THE HARDWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS AND DO NOT INSTALL THE SOFTWARE AND RETURN THE PRODUCT TO AZO TECHNOLOGIES. If the product you received is labeled "Eval", then you have the evaluation version ("Evaluation Version"). If the product you received is labeled "Beta", then you have the beta version ("Beta Version"). If the product you received is labeled neither "Eval" or "Beta", then you have the full-use version ("Full-Use Version"). Users with either the Evaluation Version or the Beta Version may use the product for only thirty (30) days, after which period you must either buy the product from AZO Technologies, Inc. or remove the software from your computer, stop using it, and return any hardware components to AZO Technologies. Users that upgrade from either the Evaluation Version or the Beta Version by obtaining a valid registration code from AZO Technologies convert their product to the Full-Use Version upon receiving the registration code and are subsequently bound by the terms in this Agreement as if they had originally obtained the Full-Use Version. If you have the Evaluation Version or the Beta Version, your right to use the Product is limited. If you have already installed a prior Evaluation Version or Beta Version of the Product, you may not use that Product and must immediately cease using that Software and destroy it. To obtain full-use rights, you must pay for the Product or a valid registration code. 1. License Grant. Subject to the payment of the applicable license fees, and subject to the terms and conditions of this Agreement, AZO Technologies hereby grants to you a non-exclusive, non-transferable right to use one copy of the specified version of the Product and the accompanying documentation (the "Documentation"). If you have the Evaluation Version or Beta Version, this right is solely for your internal evaluation or testing purposes during the term of this Agreement. a. Use. You may install one copy of the Software on one personal computer or on one Pocket PC personal digital assistant depending on the electronic device for which the Software was designed (collectively, a "Client Device"). If the Software is licensed as a suite or bundled with more than one specified Software product, this license applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable price list or product packaging that apply to any of such Software products individually. The Software is licensed as a single product; it may not be used on more than one Client Device or by more than one user at a time, except as set forth in this Section 1. The Software is "in use" on a Client Device when it is loaded into the temporary memory (i.e., random-access memory or RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that Client Device. The Software cannot be temporarily transfered to a different computer for the purposes of sharing the license. You can permanently transfer a license to a different computer. This license 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 Software's proprietary notices. b. Volume License Use. If the Product is licensed with volume license terms specified in the applicable product invoicing or packaging for the Product, you may make, use and install as many additional copies of the Software on the number of Client Devices as the volume license terms specify. You must have a reasonable mechanism in place to ensure that the number of Client Devices on which the Software has been installed does not exceed the number of licenses you have obtained. This license authorizes you to make or download one copy of the Documentation for each additional copy authorized by the volume license, provided that each such copy contains all of the Documentation's proprietary notices. c. Beta Version. If you have the Beta Version, this Software is still under development and may contain bugs. Though AZO Technologies does not offer technical support for the Software, we welcome your feedback. While AZO Technologies intends to distribute a commercial release of the Product, AZO Technologies reserves the right at any time not to release a commercial release of the Product or, if it does so, to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of the commercial release. 2. Term. For the Full-Use Version, this Agreement is effective for an unlimited duration unless and until earlier terminated as set forth in this Agreement. For the Evaluation Version or the Beta Version, this Agreement is effective for thirty (30) days following the date you obtained the Product unless and until earlier terminated as set forth in this Agreement. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. You may terminate this Agreement at any point by destroying all copies of the Software and Documentation and ceasing to use the Hardware. Upon any termination or expiration of this Agreement, you must return to AZO Technologies or destroy all copies of the Software and/or Documentation. For the Full-Use Version, you must also destroy any Hardware. For the Evaluation or Beta Version, you must return the Hardware to AZO Technologies. The Evaluation Version or the Beta Version MAY CONTAIN A FEATURE THAT DISABLES ITS OPERATION AFTER A CERTAIN PERIOD OF TIME. 3. Ownership Rights. The Product is protected by United States copyright laws and international treaty provisions. AZO Technologies and its suppliers own and retain all right, title and interest in and to the Product, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation or use of the Product does not transfer to you any title to the intellectual property in the Product, and you will not acquire any rights to the Product except as expressly set forth in this license. All copies of the Software and Documentation made hereunder will contain the same proprietary notices that appear on and in the Software and Documentation. 4. Restrictions. You may not rent, license, lease, loan, sell or otherwise transfer the Product with or without consideration. You may not permit third parties to benefit from the use or functionality of the Product via a timesharing, service bureau or other arrangement, except to the extent such use is specified in the applicable price list, purchase order, or product packaging for the Product. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, or disassemble the Hardware or Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Product in whole or in part. You may not copy the Software or Documentation except as expressly permitted in Section 1 above. You may not remove any proprietary notices or labels on the Product. All rights not expressly set forth hereunder are reserved by AZO Technologies. AZO Technologies reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement. 5. Warranty and Disclaimer. a. Returns. For Products that contain a required Hardware component you may, within thirty (30) days of the original receipt of the Product, return the Product for a refund as long as the Product is in original condition and includes all original packing material. The refund will not include a 10% restocking fee, any shipping or handling fees, or any taxes/fees not directly collected by the Company. You must receive a Return Merchandise Authorization number from AZO Technologies before returning the Product. You are responsible for returning the Product to AZO Technologies. b. Limited Warranty. AZO Technologies warrants that for one (1) year from the date of original purchase the Hardware and the media (e.g., diskettes) on which the Software is contained will be free from defects in materials and workmanship under normal use and service. c. Customer Remedies. AZO Technologies' and its suppliers' entire liability and your exclusive remedy for any breach of the foregoing warranty shall be, at AZO Technologies' option, either (i) return of the purchase price paid for the license, if any, or (ii) repair or replacement of the defective Hardware (using new or reconditioned parts) or media in which the Software is contained. You must return the Hardware or defective media to AZO Technologies 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 Hardware or media will be warranted for the remainder of the original warranty period. AZO Technologies cannot be responsible in any way for any ancillary equipment not furnished by AZO Technologies which is attached to or used in connection with the Product, or for operation of the Product with any ancillary equipment, and all such equipment is expressly excluded from this warranty. Outside the United States, this remedy is not available to the extent AZO Technologies is subject to restrictions under United States export control laws and regulations. d. Warranty Disclaimer. Except for the limited warranty set forth herein, THE PRODUCT IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AZO TECHNOLOGIES DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE HARDWARE, SOFTWARE, AND THE ACCOMPANYING DOCUMENTATION. YOU ASSUME RESPONSIBILITY FOR SELECTION OF THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT. WITHOUT LIMITING THE FOREGOING, AZO TECHNOLOGIES MAKES NO WARRANTY THAT THE PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. The foregoing shall be enforceable to the maximum extent permitted by applicable law. 6. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL AZO TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. IN NO EVENT WILL AZO TECHNOLOGIES BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID BY YOU, IF ANY, FOR THE PRODUCT, EVEN IF AZO TECHNOLOGIES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT 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 shall be enforceable to the maximum extent permitted by applicable law. 7. Export Controls. You are advised that the Product is subject to the U.S. Export Administration Regulations. You shall not export, import or transfer Software contrary to U.S. or other applicable laws, whether directly or indirectly, and will not cause, approve or otherwise facilitate others such as agents or any third parties in doing so. You represent and agree that neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges. You agree not to use or transfer the Product for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license. Additionally, you acknowledge that the Product is subject to export control regulations in the European Union and you hereby declare and agree that the Product will not be used for any other purpose than civil (non-military) purposes. The parties agree to cooperate with each other with respect to any application for any required licenses and approvals, however, you acknowledge it is your ultimate responsibility to comply with any and all export and import laws and that AZO Technologies has no further responsibility after the initial sale to you within the original country of sale. 8. High Risk Activities. The Product 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 Product could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). AZO Technologies expressly disclaims any express or implied warranty of fitness for High Risk Activities. 9. Miscellaneous. This Agreement is governed by the laws of the United States and the State of Michigan, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Product and is the entire agreement between the parties. AZO Technologies reserves the right to periodically audit you to ensure that you are not using any Product in violation of this Agreement. During your standard business hours and upon prior written notice, AZO Technologies may visit you and you will make available to AZO Technologies or its representatives any records pertaining to the Product to AZO Technologies. The cost of any requested audit will be solely borne by AZO Technologies, unless such audit discloses an underpayment or amount due to AZO Technologies in excess of five percent (5%) of the initial license fee for the Product or you are using the Product in an unauthorized manor, in which case you shall pay the cost of the audit. This Agreement supersedes any other communications with respect to the Product and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of AZO Technologies. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by AZO Technologies or a duly authorized representative of AZO Technologies. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The parties confirm that it is their wish that this Agreement has been written in the English language only. 10. AZO TECHNOLOGIES CUSTOMER CONTACT. If have any questions concerning these terms and conditions, or if you would like to contact AZO Technologies for any other reason, please email info@azotechnologies.com, fax (269) 978-0898, or write: AZO Technologies, Inc, 2765 Ramblewood Dr., Kalamazoo, MI 49009. http://www.azotechnologies.com.