MISys SAE End-user License Agreement

IMPORTANT--READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between You ("You" and "Your" includes a person and/or an individual entity) and Manufacturing Information Systems, Inc., its subsidiaries, affiliates and licensees (collectively "MISYS") concerning specified software products(s) (hereinafter referred to as "SOFTWARE PRODUCT" or "SOFTWARE"). The SOFTWARE PRODUCT includes computer software with object code component parts, all other component parts, the associated media, any printed materials, any updates, and any "online" or electronic documentation, as applicable. By accessing, installing, copying or otherwise using the SOFTWARE PRODUCT, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, MISYS is unwilling to license the SOFTWARE PRODUCT to You. In such event, You may not access, use or copy the SOFTWARE PRODUCT, and You should promptly contact MISYS for instructions on return of the product(s) for a refund.

1. a. License Grant. Subject to the payment of all applicable license fees, and the terms and conditions of this Agreement, MISYS hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable right to use one copy of the specified version of the Software and the accompanying documentation, solely for Your individual use. Documentation shall include, but not be limited to, any printed materials, "online" or electronic data provided by or obtained from MISYS with regard to this Software ("Documentation"). Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software. If the Software is licensed as a suite or bundle 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 product packaging that applies to any of such Software products individually. 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 proprietary notices set forth in or on the original version of the Software.

1. b. Activation. Exercise of the license granted herein requires that You acquire one or more Activation Codes from MISYS, depending on the level of functionality you expect from the Software, and that You enter the Activation Codes at a time so required by the Software. Manufacturing Information Systems, Inc. reserves the right to withhold an Activation Code for any database created by Software that MISYS, in its sole discretion, determines to have been obtained illegitimately, or is being used in violation of the License Agreement. When You activate your Software, you waive your right to return it under the terms of the guarantee.

1. c. Single Database. Your license of this Software authorizes You to create and maintain one set of data files comprising the Software Database regardless of where that database is physically located. You may create copies of the Database for backup or archival purposes only. Maintenance and use of more than one database per Software License is a violation of this License Agreement.

1. d. Additional Databases. At the sole discretion of Manufacturing Information Systems, Inc., you may be granted a license to create one or more additional Software Databases provided that you have installed and are using this software in compliance with this License Agreement.

1. e. NFR Evaluation. If this Software is licensed as evaluation software (not for resale), You may not under any circumstance sell or otherwise transfer the license for the Software to any other party. You may temporarily install this evaluation Software on a single computer or workstation, or personal digital assistant, or pager, or "smart phone," or one such other electronic device for which the Software was designed ("Client Device"), unless otherwise set forth herein, provided that you completely remove the Software from the Client Device within 30 days of its installation. During the time this evaluation Software is installed, you may not use the Software to create a Software Database for the benefit of any party who is now, or may in the future become, a licensed user. The component parts of the Software may not be used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., random-access memory or RAM) of that Client Device.

1. f. Single-User. If this Software is licensed as a single product, You may use only one copy of the Software, by not more than one user at a time on a Client Device, unless otherwise set forth herein. The component parts of the Software may not be used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., random-access memory or RAM) of that Client Device.

1. g. Multi-User. If the Software is licensed with multi-user or networked license terms, You may use the Software on a Client Device within a multi-user or networked environment for connecting, directly or indirectly, to not more than the maximum number of Client Devices, concurrent users and/or seats, as specified in the applicable multi-user license or product packaging for the Software. Use of software, hardware or services that bypass any Software license restrictions and/or reduce the number of Client Devices, concurrent users and/or seats, as may be applicable, accessing or utilizing the Software (e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end"). If the number of Client Devices, concurrent users and/or seats that can potentially connect to the Software exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Software does not exceed the use limits specified for the license You have obtained.

2. Term. This Agreement is effective unless and until You or MISYS terminates the Agreement earlier, in accordance with the terms set forth herein. Regardless of the location of the Software, You are responsible for strict compliance with any and all of the terms and conditions of this license. This Agreement will terminate automatically if You fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to MISYS. When this agreement terminates, You must immediately cease using the Software and destroy all copies of the Software and the Documentation. You may terminate this Agreement at any point by destroying all copies of the Software and the Documentation.

3. Updates. MISYS may, at its sole discretion, make bug fixes, updates and/or service packs available. MISYS' maintenance service, if applicable and offered, is available at an additional cost to You, as Licensee, under a separate written agreement.

4. a. Ownership Rights. The Software and Documentation are protected by United States patent, copyright and other intellectual property laws, and international treaty provisions. All right, title and interest in and to all copyrights, patents, trade secret rights, trademarks and other intellectual property rights in and to the Software (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software) and Documentation, are owned by MISYS and/or its Suppliers. You acknowledge that Your possession, installation, or use of the Software does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Software, and that You will not acquire any rights to the Software except as expressly set forth in this Agreement. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation.

b. Submissions. Should You decide to submit any materials to MISYS via electronic mail, through or to MISYS web site(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to MISYS and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.

5. Restrictions. You may not rent, lease, sublicense, loan, or resell the Software. You may only use the Software on hardware that is under Your exclusive control. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement. You may not provide any access to the Software Product with the intention to process the data of another entity. You may not transfer any or all of the rights granted to You under this Agreement. You may not reverse engineer, decompile, or disassemble the Software, or create derivative works based upon, the Software in whole or in part, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not duplicate or copy any portion of the Software or Documentation, unless otherwise set forth herein. You may not remove any proprietary notices or labels on the Software. All rights not expressly set forth hereunder are reserved by MISYS. MISYS reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement.

6. Warranty and Disclaimer

 a. Limited Warranty. MISYS warrants that for ninety (90) days from the date of original purchase the media on which the Software is contained will be free from defects in materials and workmanship.

 b. Customer Remedies. MISYS' entire liability and Your exclusive remedy shall be replacement of the defective media. To receive replacement of defective media, You must receive a return authorization number from MISYS and return the defective media to MISYS 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 media will be warranted for the remainder of the original warranty period. Outside the United States, this remedy is not available to the extent MISYS is subject to restrictions under United States export control laws and regulations.

 c. Warranty Disclaimer. To the maximum extent permitted by applicable law, and except for the limited warranty set forth herein, THE SOFTWARE (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND SOLE RESPONSIBILITY FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, MISYS MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL SATISFY YOUR SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MISYS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER 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, OF LACK OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE SOFTWARE PRODUCT. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT. THE ENTIRE RISK OF THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, IF ANY, REMAINS SOLELY WITH YOU. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 d. Indemnification. You agree to defend, indemnify and hold harmless MISYS and its directors, officers, employees, affiliates, sublicensees, and agents from and against all claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in the performance of this Agreement.

 e. Data. You acknowledge that any data conversion is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, that may result in loss or damage to You and/or Your property. MISYS shall not be liable for any such errors, omissions, delays, or losses, unless directly caused by data conversion for the Software performed by MISYS with gross negligence or willful misconduct. You are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, adopting procedures to ensure the accuracy of input data, examining and confirming results prior to use, adopting procedures to identify and correct errors and omissions, replacing lost or damaged media, and reconstructing data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.

 f. Authorized Resellers. Any authorized MISYS reseller, installer or consultant is not affiliated with MISYS in any capacity other than as a distributor, installer or consultant of MISYS's products and has no authority to bind MISYS or modify any license or warranty. MISYS makes no representations, warranty, endorsement or guarantee with respect to the skills or qualifications of any authorized MISYS reseller, installer or consultant and You are encouraged to independently investigate the skills and qualifications of any authorized MISYS reseller, installer or consultant which whom You associate.

7.  Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL MISYS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A 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 OR INABILITY TO USE THE SOFTWARE PRODUCTS, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE, AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY MISYS, AND EVEN IF MISYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MISYS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE MISYS CHARGES FOR A LICENSE TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT 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 PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Entire Agreement. This License Agreement expressly supercedes and completely replaces any and all prior end user license agreements. MISYS shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by any third party, with respect to the Software Product, including any authorized distributor or reseller or their respective agents, employees, or representatives, nor shall You be deemed a third party beneficiary of any obligations of MISYS to any such distributor or reseller.

9. Attorneys' Fees. If any party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.

10. Severability. If any provision of this license is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.

11. United States Government. The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

12. Export Controls. During the term of this license, neither the Software nor the Documentation and underlying information or technology may be downloaded, exported, or re-exported (i) into (or to a national or resident of) Afghanistan [Taliban], Angola, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, The Federal Republic of Yugoslavia [Serbia and Montenegro] and the Republic of Serbia, or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders. By accessing, downloading or using the Software You are agreeing to the foregoing and You are certifying that You are not located in, under the control of, or a national or resident of any such country or on any such list.

IN ADDITION, YOU SHOULD BE AWARE OF THE FOLLOWING. EXPORT OF THE SOFTWARE MAY BE SUBJECT TO COMPLIANCE WITH THE RULES AND REGULATIONS PROMULGATED FROM TIME TO TIME BY THE BUREAU OF EXPORT ADMINISTRATION, UNITED STATES DEPARTMENT OF COMMERCE, WHICH RESTRICT THE EXPORT AND RE-EXPORT OF CERTAIN PRODUCTS AND TECHNICAL DATA. IF THE EXPORT OF THE SOFTWARE IS CONTROLLED UNDER SUCH RULES AND REGULATIONS, THEN THE SOFTWARE SHALL NOT BE EXPORTED OR RE-EXPORTED, DIRECTLY OR INDIRECTLY, (A) WITHOUT ALL EXPORT OR RE-EXPORT LICENSES AND UNITED STATES OR OTHER GOVERNMENTAL APPROVALS REQUIRED BY ANY APPLICABLE LAWS, OR (B) IN VIOLATION OF ANY APPLICABLE PROHIBITION AGAINST THE EXPORT OR RE-EXPORT OF ANY PART OF THE SOFTWARE. SOME COUNTRIES HAVE RESTRICTIONS ON THE USE OF ENCRYPTION WITHIN THEIR BORDERS, OR THE IMPORT OR EXPORT OF ENCRYPTION EVEN IF FOR ONLY TEMPORARY PERSONAL OR BUSINESS USE. YOU ACKNOWLEDGE THAT THE IMPLEMENTATION AND ENFORCEMENT OF THESE LAWS IS NOT ALWAYS CONSISTENT AS TO SPECIFIC COUNTRIES. ALTHOUGH THE FOLLOWING COUNTRIES ARE NOT AN EXHAUSTIVE LIST THERE MAY EXIST RESTRICTIONS ON THE EXPORTATION TO, OR IMPORTATION OF, ENCRYPTION BY: BELGIUM, CHINA (INCLUDING HONG KONG), FRANCE, INDIA, INDONESIA, ISRAEL, RUSSIA, SAUDI ARABIA, SINGAPORE, AND SOUTH KOREA. YOU ACKNOWLEDGE IT IS YOUR ULTIMATE RESPONSIBILITY TO COMPLY WITH ALL ANY AND ALL GOVERNMENT EXPORT AND OTHER APPLICABLE LAWS AND THAT MISYS HAS NO FURTHER RESPONSIBILITY AFTER THE INITIAL LICENSE TO YOU WITHIN THE ORIGINAL COUNTRY OF LICENSE.

13. High Risk Activities. The Software 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 Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). MISYS expressly disclaims any express or implied warranty of fitness for High Risk Activities.

14. Confidentiality. You agree that the Software, including, but not limited to, the object code components, and any Documentation provided to You is "Confidential Information" of MISYS. You shall retain all Confidential Information in strict confidence at least with the same amount of diligence that You exercise in preserving the secrecy of Your most-valuable information, but in no event less than reasonable diligence. You shall: (i) only disclose Confidential Information to Your employees and agents to the extent required to use the Software under the terms of this Agreement, and (ii) bind Your employees and agents in writing to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this Agreement.

15. Miscellaneous. This Agreement is governed by the laws of the United States and the State of Vermont, without reference to conflicts of law principles. In the event of a dispute or legal action between the parties, they agree to waive any objections to personal jurisdiction, and agree to service of process and venue in the Federal District Court for Vermont or the Vermont Superior Court of Windsor County. 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 Software and is the entire agreement between the parties. This Agreement supersedes any other communications with respect to the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of MISYS. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by MISYS or a duly authorized representative of MISYS. You hereby acknowledge a breach of this Agreement would cause irreparable harm and significant injury to MISYS that may be difficult to ascertain and that a remedy at law would be inadequate. You agree that MISYS shall have the right to seek and obtain immediate injunctive relief to enforce the obligations under the Agreement in addition to any other rights and remedies it may have. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.

16. MISYS Customer Contact. If You have any questions concerning these terms and conditions, or if You would like to contact MISYS for any other reason, please call (802) 457-4600, or write to us at: Manufacturing Information Systems, Inc., P.O. Box 795, Woodstock, VT 05091 USA. You may also reach us at www.misysinc.com.