END USER LICENSE AGREEMENT

This End-User License Agreement (the "License" or “Agreement”) is between Uniblue Systems Ltd (C32567), a limited liability company registered in Malta and having its registered address at Orange Point, Dun Karm Street, B’Kara By-Pass, Birkirkara BKR9037, Malta, Europe (hereinafter “Uniblue”) and the end user ("You").

1.	Consent 

By installing the Uniblue Software and by marking the “I accept the terms of the License Agreement” checkbox, you are deemed to and do consent to be bound by and become a party to this License and you represent that you have the authority to enter into this Agreement. Uniblue recommends that You keep a copy of this License Agreement for your records.  If you do not agree to be bound by all of the terms of this Agreement click the ‘Cancel’ button and do not install the Uniblue Software.

2.	Grant of the License.

Subject to the terms and conditions of this License Agreement, Uniblue grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, free of charge license to install solely for your own private use, three (3) Copies of the Uniblue Software and related written materials (the “Documentation”).  Any use of more copies of the Uniblue Software than are licensed is prohibited.  The license for the Uniblue Software may not be shared by alternating use of the Uniblue Software between different computers. These limitations apply even if you receive the Uniblue Software on multiple media (e.g. electronic download and CD).  For the purposes of this Agreement, “Copy” shall include the original installation of the Uniblue Software.  You shall not allow and shall prevent others from making or obtaining any copies of the Uniblue Software.

3.	License Restrictions

Unless specifically permitted in terms of this Agreement, You may not (i) copy, reproduce, change, modify, create a derivative work thereof, reverse compile or reverse engineer, disassemble, decompile or otherwise attempt to extract the source code or internal data of the Uniblue Software or any part thereof; (ii) remove or in any way obscure any ownership or trademark notices on the Uniblue Software; (iii) sublicense, sell, rent, lease, transfer, assign, display, host, outsource, disclose, distribute or otherwise commercially exploit the Uniblue Software; (iv) circumvent any serial number or any other mechanism used or deployed by Uniblue to protect the Uniblue Software against unlicensed use, copying or distribution; (v) post or otherwise make available, the Uniblue Software or any portion thereof, including the serial number, on the Internet or other publicly available forum; (vi) export or re-export the Uniblue Software or any underlying information or technology in violation of the export laws of the U.S., the European Community or any applicable laws or regulations; or (vii) make any use of such Uniblue Software in any way that violates any applicable law.

4.	Licensed Copies and Networks

Any simultaneous storage, maintenance, or use of the Uniblue Software is prohibited and you agree to implement access security mechanisms to prevent such simultaneous use.  

5.   Activation and other Technological Measures 

The Uniblue Software may need to be activated by entering the serial code which may be provided to You, as prompted by the Uniblue Software. There may be other technological measures, including enforcement technology, in the Uniblue Software that are designed to prevent unlicensed or illegal use.  You agree that Uniblue may use these measures in its reasonable discretion.  
 
6. Intellectual Property Protection

The Uniblue Software is protected by copyright, as well as other intellectual property laws both nationally and under international treaty provisions.  This License Agreement does not give You any intellectual property rights in the Uniblue Software or any Third Party Software and does not grant You any license, right or interest in any trade mark, trade name or service mark of Uniblue or any other third party. Uniblue owns and retains all right, title and interest in and to the Uniblue Software, all Copies or portions of the Uniblue Software, and any derivative works thereof. 

7.	Limited Warranty 

The Uniblue Software is provided to You under this License on an “as is” basis, without warranty or representation of any kind.  Nothwitstanding anything else, the Uniblue Software is provided as general purpose software and not for your particular use.  You accept that Uniblue and its suppliers do not represent or warrant that the Uniblue Software will meet your requirements or be error or defect free or that any defects in the operation or functionality of the Uniblue Software will be corrected.  Uniblue further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. Any implied warranties that cannot be excluded are limited to thirty (30) days or to the shortest period permitted by applicable law, whichever is the greater.  Your use of the Uniblue Software is at your sole risk and You are responsible for any decisions made and actions taken based on the Uniblue Software, irrespective of any recommendations proferred by such Software.  Uniblue makes no representation regarding Third Party Software which may be accessed through or included with the Uniblue Software.     

8.	Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY/INSTITUTE, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL UNIBLUE OR ITS SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY BENEFICIARY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGE FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, COMPUTER FAILURE OR MALFUNCTION AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF, OR IN ANY WAY RELATED TO, THE USE OR THE INABILITY TO USE THE UNIBLUE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE IN CONNECTION WITH ANY ASPECT OF, THIS SOFTWARE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF UNIBLUE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   

IN NO EVENT WILL THE TOTAL LIABILITY OF UNIBLUE OR ITS SUPPLIERS WHETHER IN TORT, CONTRACT OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100).  YOU ACKNOWLEDGE THAT THE LIMITATION SET FORTH IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES. 

Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitations might not apply to You.  

9.  Indemnity 

You will indemnify and hold Uniblue and its suppliers harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to your use of the Uniblue Software.  Your obligations under this section shall survive the expiration or termination of this Agreement.  

10.  Privacy 

You agree that Uniblue may collect and use information through the Uniblue Software to improve its products and services.  Any personal information pertaining to You, which may be held by Uniblue (e.g. further to support services provided to You) shall be processed in accordance with the Uniblue Privacy Policy, as it exists at any relevant time. You may access our Privacy Policy at any time at http://www.uniblue.com/privacy/.

11.  Third Party Software 

Other third party software may be distributed together with the Uniblue Software (the “Third Party Software”).  Any and all such Third Party Software may require notices and/or be subject to different license terms.  Such required Third Party Software notices and license terms, if any, may be accessed in the folder titled "Third Party Terms" located in the application directory of the Uniblue Software, or through the Third Party Software itself.  By accepting this Agreement, You are also accepting the license terms, if any, under which the Third Party Software is made available.  You will not enter into a contractual relationship with Uniblue regarding such Third Party Software and Uniblue accepts no responsibility for Your use of same.'
 
12.	Termination

The License shall automatically terminate if You fail to comply with any of its terms, without prejudice to the rights of Uniblue to compensation for damages in terms of the applicable law. Immediately upon such termination, You shall immediately return to Uniblue or destroy all Copies of the Uniblue Software in Your possession. The terms of this Agreement which are intended to survive expiration or termination shall remain in effect.  

13. General Provisions

Any rights not expressly granted under this License Agreement are being reserved. This License is the entire agreement between You and Uniblue with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements, representations, negotiations, any additional terms or other similar communication between the parties. If any part of this License Agreement is found to be void, unenforceable or invalid, that part will be deemed stricken and will not affect the validity of the other License provisions. Failure by either party to enforce any provision of this License will not be deemed a waiver of future enforcement of that or any other provision. 

14.	Choice of Law

This License Agreement will be governed by and construed under the Laws of Malta, Europe excluding any conflict of law rules.  All disputes arising out of, or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the Courts of Malta.  Uniblue retains the right, at its option, to pursue any litigation arising from your use of the Uniblue Software in your national Courts.  

V061010