| License For Customer Use of Software Developed by Guild Software, Inc. |
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| IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of Software |
| Developed by Guild Software, Inc ("LICENSE") is the agreement which governs |
| use of the software of Guild Software Corporation and its subsidiaries |
| ("GUILD") downloadable herefrom, including computer software and associated |
| printed materials ("SOFTWARE"). By downloading, installing, copying, or |
| otherwise using the SOFTWARE, you agree to be bound by the terms of this |
| LICENSE. If you do not agree to the terms of this LICENSE, do not download the |
| SOFTWARE. |
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| 1. DEFINITIONS |
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| 1.1 Customer. Customer means the entity or individual that downloads the |
| SOFTWARE. |
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| 2. GRANT OF LICENSE |
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| 2.1 Rights and Limitations of Grant. GUILD hereby grants Customer the |
| following non-exclusive, non-transferable right to use the SOFTWARE, with the |
| following limitations: |
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| 2.1.1 Rights. Customer may install and use one copy of the SOFTWARE on a |
| single computer, and except for making one back-up copy of the Software, may |
| not otherwise copy the SOFTWARE. This LICENSE of SOFTWARE may not be shared or |
| used concurrently on different computers. |
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| 2.1.2 Limitations. |
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| No Reverse Engineering. Customer may not reverse engineer, decompile, or |
| disassemble the SOFTWARE, nor attempt in any other manner to obtain the source |
| code. |
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| No 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, nor |
| otherwise used separately from the other parts. |
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| No Sales Or Rental. Customer may not sell, rent or lease the SOFTWARE to |
| someone else. |
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| 3. TERMINATION |
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| This LICENSE will automatically terminate if Customer fails to comply with any |
| of the terms and conditions hereof. In such event, Customer must destroy all |
| copies of the SOFTWARE and all of its component parts. |
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| 4. COPYRIGHT |
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| All title and copyrights in and to the SOFTWARE (including but not limited to |
| all images, photographs, animations, video, audio, music, text, and other |
| information incorporated into the SOFTWARE), the accompanying printed |
| materials, and any copies of the SOFTWARE, are owned by GUILD, or its |
| suppliers. The SOFTWARE is protected by copyright laws and international |
| treaty provisions. Accordingly, Customer is required to treat the SOFTWARE |
| like any other copyrighted material, except as otherwise allowed pursuant to |
| this LICENSE and that it may make one copy of the SOFTWARE solely for backup |
| or archive purposes. |
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| 5. APPLICABLE LAW |
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| This agreement shall be deemed to have been made in, and shall be construed |
| pursuant to, the laws of the State of Wisconsin. |
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| 6. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY |
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| 6.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE |
| SOFTWARE IS PROVIDED "AS IS" AND GUILD AND ITS SUPPLIERS DISCLAIM ALL |
| WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED |
| WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. |
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| 6.2 No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY |
| APPLICABLE LAW, IN NO EVENT SHALL GUILD OR ITS SUPPLIERS BE LIABLE FOR ANY |
| SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, |
| WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS |
| INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) |
| ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF GUILD HAS |
| BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
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| 7. MISCELLANEOUS |
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| The United Nations Convention on Contracts for the International Sale of Goods |
| is specifically disclaimed. If any provision of this LICENSE is inconsistent |
| with, or cannot be fully enforced under, the law, such provision will be |
| construed as limited to the extent necessary to be consistent with and fully |
| enforceable under the law. This agreement is the final, complete and exclusive |
| agreement between the parties relating to the subject matter hereof, and |
| supersedes all prior or contemporaneous understandings and agreements relating |
| to such subject matter, whether oral or written. Customer agrees that it will |
| not ship, transfer or export the SOFTWARE into any country, or use the |
| SOFTWARE in any manner, prohibited by the United States Bureau of Export |
| Administration or any export laws, restrictions or regulations. This LICENSE |
| may only be modified in writing signed by an authorized officer of GUILD. |
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