END USER LICENSE AGREEMENT FOR AN XPSUITE SOURCE CODE LICENSE

IMPORTANT: READ CAREFULLY BEFORE YOU INSTALL OR USE THIS SOFTWARE: This End User License Agreement ("EULA") is a legal agreement between You ("You" and "Your" includes a person and/or an individual entity) and CIA, The Company ("CIA"), a North Carolina Company. The Software includes the object code and source code, 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, You agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, CIA is unwilling to license the Software to you. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA.

Grant of License

Subject to the payment of all applicable fees, and the terms and conditions of this EULA, CIA hereby grants to You a limited, non-sub licensable, non-exclusive, non-transferable right to install the Software and the accompanying documentation, solely for your corporate and/or individual use. This EULA authorizes You to make copies of the Software solely for backup or archival purposes, provided that all copies that You make contain all of the proprietary notices set forth in the original version of the software.

The distribution of the runtime (binary) component is royalty free for registered customers.

Prohibited Uses

You may not, without the prior written permission of CIA: (a) reverse engineer, decompile, disassemble or unlock the Software or make any attempt to reconstruct or discover any source code or underlying algorithms of the Software, (b) transfer, rent, lease or sublicense the Software, (c) repackage the Software for sale as a competing product, (d) distribute the Software for use in design time, and (e) divulge the License Number. You agree to treat the License Number as strictly confidential except to CIA and you have not the right to distribute the license file.

Permitted Customizations

CIA hereby also grants to You a non-sub licensable, non-exclusive, non-transferable right to create, "Permitted Customizations" to the source code and object code components of the Software Product covered by this EULA (the "Included Code") solely for Your internal use under the terms and conditions of this EULA. "Permitted Customizations" are (a) customizations You make directly to the Included Code or (b) custom software You develop which accesses or interacts with the Included Code. You may only create Permitted Customizations that extend the functionality of the XPSuite Software. The Permitted Customizations shall not misappropriate, infringe or violate CIA’s or any other third party intellectual property rights including, but not limited to, patent, copyright, trademark or trade secrets rights. You may not create Permitted Customizations unless You have purchased the corresponding source code version of the Software.

Permitted Customizations Do Not Inhibit CIA's Right to Innovate:

In an effort to provide You the opportunity to enhance and customize our Software, CIA will make the Included Code available to you. You may then create Permitted Customizations that extend the functionality of the Software as set forth the section above. Independently, CIA is also continually innovating and improving its software to meet the needs of its customers. You acknowledge that, while You should have the ability to own Your Permitted Customizations, CIA must not be prevented from continuing to develop and enhance its software in any respect, even if such modifications may be similar to Your Permitted Customizations in functionality, appearance or otherwise. Therefore, if CIA develops any modifications, which may be similar to Your Permitted Customizations, You agree not to make any claim against CIA for infringement of any of Your rights in or to Your Permitted Customizations. CIA may not directly incorporate into its modifications any original source code independently developed by you. You acknowledge that the covenant by You in this section is material basis for CIA’s agreement to license You the rights to access and customize the Included Code.

Term:

Regardless of the location of the Software, You are responsible for strict compliance with any and all of the terms and conditions of this EULA. This EULA 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 CIA. When this EULA terminates, You must immediately cease using the Software and destroy all copies of the Software (including any Included Code within Permitted Customizations) and the Documentation. You may terminate this EULA at any point by destroying all copies of the Software (including any Included Code within Permitted Customizations) and the Documentation.

Ownership of the XPSuite 4.0 Source Code Software:

The Software and Documentation are protected by international copyright laws and international treaty provisions. CIA retains all title and all rights and interest in the Software, including, but not limited to, the Included Code, and all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; the CIA trademarks, service marks, trade names, icons and logos; any and all copyright rights, patent rights, trade secrets rights and other intellectual property and proprietary rights thought the world; and all Confidential Information. You acknowledge that Your possession, installation, or use of the Software, or your creation of any permitted Customizations, does not transfer to you any ownership, title, or registrable interest of any kind to the intellectual property in the Software or the Included Code, and that You will not acquire any rights to the Software or the Included Code except as expressly set forth in this EULA.

Ownership of Permitted Customizations:

Notwithstanding the section above You retain all title to, and all rights and interest in, Your permitted Customizations, exclusive of any CIA Included Code, and only to the extent that Your Customizations are new, different or added to underlying Software.

Submissions:

Should You decide to submit any materials to CIA via electronic mail, through or to CIA websites, 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 the CIA 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.

Indemnification:

You agree to defend, indemnify and hold harmless CIA and its directors, officers, employees, affiliates, sub licensees, and agents from and against all claims, defense costs (including reasonable expert and attorney’s fees), judgments and other expenses arising out of or on account of: (a) alleged infringement or violation of any patent, trademark, copyright, trade secret or other proprietary right with respect to the modification and customization performed by You or on Your behalf; or (b) any negligent act, omission or willful misconduct by You or on Your behalf in the performance of this EULA.

Confidentiality: You agree that the Software, including, but not limited to, all source and object code components, screen shots and displays, graphical user interfaces, algorithms, formulae, data structures, scripts, application programming interfaces and protocols, and the Documentation (collectively the Confidential Information) are trade secrets of CIA and are owned by CIA. You agree to 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 agree to: (a) only disclose Confidential Information to Your employees and agents to the extent required to use the Software under the terms of this EULA and not to disclose or disseminate the Confidential Information to any third party without the prior written consent of CIA, (b) use the Confidential Information solely for Your benefit as provided for herein and not to allow any third party to benefit from the Confidential Information, and (c) bind your employees and agents, by terms no less restrictive than those set forth herein, to maintain the confidentiality of such Confidential Information. Notwithstanding the disclosure of any Confidential Information for any reason, such Confidential Information shall continue to be owned by CIA.

Disclaimer of Warranty

THIS SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the program.