PaladinPro End User License Agreement (EULA)

 IMPORTANT – PLEASE READ CAREFULLY

 This End User License Agreement (“Agreement”) constitutes a valid and binding agreement between Conceptual Systems Limited, (together with its affiliates, successors, and assigns “CSL”) and you (“you”, or “your”) for the use of the Software, as the term is defined below. You must enter into this agreement in order to install and use the Software.

BY INSTALLING AND USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

Definitions

“Agreement” – shall mean the end-user license agreement.

“CSL” – shall mean Conceptual Systems Limited, having its registered office at The Orchard, Hill Lane, Upper Quinton, Stratford on Avon, Warwickshire, United Kingdom, and any affiliated company of Conceptual Systems Limited, meaning a company controlled by CSL.

“Client Seat” – shall mean any computer system, software application, or service that can access and run a program window. This includes, but is not limited to PCs, workstations, terminals, Terminal Services Clients, virtual PCs, and servers.

“Documentation” – shall mean such manuals and other standard end-user and technical documentation that CSL ordinarily makes available with the Software, including amendments and revisions thereto.

“Open License Terms” – shall mean any terms or conditions applicable to the use or license of part of the Software that deviate from the terms and conditions of this Agreement and render it free for its use and not subject to any restrictions.

“Software” – shall mean machine-readable form software and related manuals.

 BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS CONTENTS. YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN CSL AND YOU AND SUPERSEDES ALL PRIOR REPRESENTATIONS OR AGREEMENTS, ORAL OR WRITTEN, BETWEEN CSL AND YOU REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.

 This Agreement also applies to other software included in the Software and owned by third parties. If no license or specific terms and conditions are presented for acceptance the first time that third party software is invoked, then the use of that third party software shall be governed by this Agreement.

 In the event that you are not willing to comply with the terms and conditions of this Agreement, you should refrain from using the Software and promptly return such Software to CSL or its authorised reseller.

1. Grant of License

You are granted a non-exclusive, worldwide, perpetual, and non-transferable use the Software in object code only and only for the purposes described in the accompanying documentation and for your business purposes. The license granted is for your own use solely on the number of Client Seat(s) designated within a formal CSL written order confirmation. A separate license is required for each additional Client Seat upon which the Software is accessed.

2. Limitations of Use

You shall at any time refrain from modifying or translating the Software. If the Software is provided with or as part of a specific product or device, you will not remove the Software from such product or device and you will not use any portion of the Software separately from or independent of such product or device. You will further refrain from any reverse engineering, decomposing, or disassembling the Software and you will not tamper with, bypass, or alter the security features of same or otherwise attempt to discover the source code of the Software except to the limited extent as expressly allowed by applicable law. You shall not sell or resell, license, sublicense, assign, lease or rent the Software and shall not provide access to or use of the Software to any third parties without the prior written agreement of CSL.

3. Limitations of Duplication

Under the terms of this license agreement, you are permitted to install and operate a second copy of the Software for the purposes of testing, support, and maintenance (staging). This staging copy of the software may not be used for production or to maintain business operations. Any third-party license requirements and/or costs for any such installation are to be borne by you.

You will not make any copies of the Software, except to make one complete copy of the Software solely for back-up purposes, provided that the back-up copy is discontinued when replacement Software becomes available and provided the back-up copy is not installed or used on any computer. Any permitted copy shall contain copyright and other proprietary notices as designated by CSL or its third-party licensors.

4. Ownership and Copyright

The source code of the Software is not provided. You have not acquired, by virtue of this Agreement, any right of ownership in or to the Software or any related patent, copyright, trademark, trade secret or other intellectual property right. The Software and all intellectual property rights therein are and shall at all times remain the property of CSL and/or its third-party licensors. You shall not remove any proprietary notice or other legend from the Software, and you shall not reproduce such proprietary notice and/or legend within and/or upon any copies or partial copies that you are permitted to make.

5. Warranties and Liability

CSL warrants for a period of ninety (90) calendar days after delivery that the Software will perform substantially provided the Software is used under normal operation and maintenance conditions and used as intended. The warranties set forth herein shall not apply if defects arise out of accident, neglect, misuse, failure of utilities, equipment failures, or other than ordinary use of causes beyond CSL control. Any modifications to the Software by any persons other than CSL shall void the warranty described in this Agreement and cause an event of default under this Agreement.

THE WARRANTIES DESCRIBED HEREIN AND CSL’S LIABILITY AS SET FORTH HEREIN, ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM NEGLIGENCE OF CSL’S ACTUAL OR IMPUTED ACTIONS, AND NO WARRANTIES, EXPRESS OR IMPLIED, NOR ANY REPRESENTATIONS, PROMISES OR STATEMENTS HAVE BEEN MADE BY CSL UNLESS CONTAINED IN THIS AGREEMENT. NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, IS MADE EXCEPT AS SET FORTH IN THIS AGREEMENT, AND CSL EXPRESSLY DISCLAIMS (AND YOU ACKNOWLEDGE THAT IT DISCLAIMS) ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Infringement and Limitation

CSL, to the best of its knowledge, has no reason to believe that the Software infringes upon any copyright or any other intellectual property right of any third party. In the event of a claim that any Software infringes upon or violates any worldwide patent, copyright, trademark, trade secret or other intellectual property right, CSL shall defend or settle at its option and expense such claim, subject to the limitations provided for under this article and article 7 of this Agreement. If the Software, or any part thereof, is held to constitute or is alleged to constitute an infringement and the use of said Software is enjoined, CSL may, at its sole option, (i) obtain the right to continue using the Software or (ii) substitute the Software with other non-infringing software with similar functionalities, (iii) modify the Software so that it is no longer infringing while giving equivalent functionality. If such remedies are not reasonably available, CSL may terminate the license for the affected portion of the Software and refund an equitable portion of the price or license fee paid for these items and depreciated in accordance with standard accountancy practices.

CSL shall be subject to the foregoing obligations only provided that CSL is given prompt written notice of such claim. You shall fully cooperate with CSL in the defence of such claim, if requested by CSL. CSL shall have no liability for infringement claims if the alleged infringement is based on or arises from (i) the modification of the Software by anyone other than CSL, (ii) use of the Software in a manner that is inconsistent with the Documentation, (iii) use of the Software in connection or in combination with the product of a third party which combination has caused the infringement or (iv) use of other than the most current release of the Software. The total liability of CSL arising out of any infringement claim shall in no event exceed the value of the infringing Software item in terms of paid license fees for such Software item.

7. Limitation of Liability

IN NO EVENT SHALL CSL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, WHETHER CLAIMED BY REASON OF BREACH OF WARRANTY OR OTHERWISE, AND WITHOUT REGARD TO THE FORM OF ACTION IN WHICH SUCH CLAIM IS MADE. ANY ACTION ARISING AGAINST CSL MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION OCCURS. THE TOTAL OF LIABILITIES OF CSL SOFTWARE UNDER THIS AGREEMENT SHALL IN ANY CASE BE LIMITED TO THE AMOUNTS PAID FOR THE SOFTWARE, OBJECT OF THIS AGREEMENT.

8. Export and United States Government Restrictions

You may not export or re-export the Software in violation of any applicable laws or regulations including but not limited to those of the United Kingdom. In addition, if the Software is identified as export controlled items under the export laws of the United States of America and the United Kingdom, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the export laws from receiving the Software. Moreover if you acquired the Software in the United States of America, you represent and warrant that you shall comply with any specific restrictions and regulations that might be applicable to all contracts or agreements (including but not limited to the reproduction of the “restricted rights” proprietary notices and/or legends) concluded with the United States government or its agents and representatives. All rights to use the Software are granted on the condition that such rights are forfeited if you fail to comply with the terms hereof.

9. Term and Termination

Each license granted hereunder is effective from the date CSL accepts your order and the Software is installed and shall remain in effect until it is terminated by you or CSL as provided herein. Your rights under this license will terminate automatically if you fail to comply with any term(s) of this Agreement after a notice in writing has been sent to you on behalf of CSL that has remained without any effect for a period of (30) thirty calendar days unless it concerns a breach of one of the obligations of this agreement that cannot be remedied. Upon the termination of this license, you shall cease all use of the Software and return or destroy all copies, full or partial, of the Software, as will be instructed to you, on a case-by-case basis, by CSL.

10. Open License Terms

If any part of the Software would be subject to any Open License Terms, the use, and the license of this part of the Software shall be regulated by the Open License Terms. In the event of any contradiction or uncertainty between the license terms contained in this Agreement and the Open License Terms, the Open License Terms shall prevail.

11. Applicable Law

Any disputes arising out of connection or in connection with the Agreement shall in the first instance be resolved amicably between CSL and the End User. In the event that an amicable resolution cannot be reached, disputes shall be resolved exclusively by the ordinary courts at the domicile of CSL. English law shall apply.