IMPORTANT-READ CAREFULLY: This End User License Agreement (this "EULA") contains the terms and conditions regarding your use of the SOFTWARE (as defined below). This EULA contains material limitations to your rights in that regard. You should read this EULA carefully and treat it as valuable property.

I.  THIS EULA.

1.  Software Covered by this EULA.  This EULA governs your use of the ComponentOne, LLC ("C1") software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes, to the extent provided by C1: 1) any revisions, updates and/or upgrades thereto; 2) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; 3) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and 4) any associated media, documentation (including physical, electronic and on-line) and printed materials (the "Documentation").

2.  This EULA is a Legally Binding Agreement Between You and C1.  If you are acting as an agent of a company or another legal person, such as an officer or other employee acting for your employer, then "you" and "your" mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of federal and State laws, such as copyright infringement.

This EULA is a legally binding agreement between you and C1. You intend to be legally bound to this EULA to the same extent as if C1 and you physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms and conditions contained in this EULA. If you do not agree to all of the terms and conditions contained in this EULA, you may not install or use the SOFTWARE. If, for whatever reason, installation has begun or has been completed, you should cancel installation or un-install the SOFTWARE, as the case may be. (You may click on the "exit" button or its equivalent to immediately abort installation.) If you do not agree to all of these terms and conditions, then you must promptly return the SOFTWARE to the place of business from which you obtained it in accordance with any return policies of such place of business. Return policies may vary between or among resellers, and you must comply with your particular reseller's return policies as agreed at the point of purchase. If the place of business from which you purchased the SOFTWARE does not honor a complete refund for a period of thirty (30) days from the date of proof of purchase, then you may return the SOFTWARE directly to C1 for a period of thirty (30) days from the date of your purchase. To return the product directly to C1, you must obtain a C1 Return Authorization Number by contacting C1, and you must forward all items purchased, including the proof of purchase, directly to C1. The return must be postage-prepaid, and post-marked within thirty (30) days from the proof of purchase, time being of the essence. The return option to C1 is only available to the original purchaser of an unopened factory packaged item.

II.  YOUR LICENSE TO DEVELOP AND TO DISTRIBUTE.

As provided in more detail below, this EULA grants you two licenses: 1) a license to use the SOFTWARE to develop other software products (the "Development License"); and 2) a license to use and/or distribute the Developed Software (the "Distribution License"). Both of these licenses (individually and collectively, the "Licenses") are explained and defined in more detail below.

1.  Definitions.   The following terms have the respective meanings as used in this EULA:

"Network Server" means a computer with one or more computer central processing units (CPU's) that operates for the purpose of serving other computers logically or physically connected to it, including, but not limited to, other computers connected to it on an internal network, intranet or the Internet. "Web Server" means a type of Network Server that serves other computers more particularly connected to it over an intranet or the Internet.

"Developed Software" means those computer software products that are developed by or through the use of the SOFTWARE. "Developed Web Server Software" means those Developed Software products that reside logically or physically on at least one Web Server and are operated (meaning the computer software instruction set is carried out) by the Web Server's central processing unit(s) (CPU). "Developed Legacy Software" means those Developed Software products that are not Developed Web Server Software, including, for example, stand-alone applications and applications accessed by a file server only. "Redistributable Files" means the SOFTWARE files or other portions of the SOFTWARE that are provided by C1 and are identified as such in the Documentation for distribution by you with the Developed Software. "Developer" means a human being or any other automated device using the SOFTWARE in accordance with the terms and conditions of this EULA.

"Developer Seat License" means that each Developer using or otherwise accessing the programmatic interface or the SOFTWARE must obtain the right to do so by purchasing a separate End User License. "Network Server CPU License" means that a separate End User License must be purchased for each CPU operating the computer software at issue in the reference.

“Source Code” shall mean computer software code or programs in human readable format, such as a printed listing of such a program written in a high-level computer language. The term "Source Code" includes, but is not limited to, documents and materials in support of the development effort of the SOFTWARE, such as flow charts, pseudo code and program notes.

2.  Your Development License.  You are hereby granted a limited, royalty-free, non-exclusive right to use the SOFTWARE to design, develop, and test Developed Software, on the express condition that, and only for so long as, you fully comply with all terms and conditions of this EULA.

The SOFTWARE is licensed to you on a Developer Seat License basis.

The Developer Seat License means that you may perform a single install of the SOFTWARE for use in designing, testing and creating Developed Software by a single Developer on a single computer with a single set of input devices, so long as such computer is used only by one Developer. Conversely, you may not install or use the SOFTWARE on a computer that is a network server or a computer at which the SOFTWARE is used by more than one Developer. You may not network the SOFTWARE or any component part of it, where it is or may be used by more than one Developer unless you purchase an additional Development License for each Developer. You must purchase another separate license to the SOFTWARE in order to add additional developer seats, whether the additional developers are accessing the SOFTWARE in a stand-alone environment or on a computer network. If the SOFTWARE is used to create Developed Web Server Software, then you may perform a single install of the SOFTWARE for use in designing, testing and creating Developed Web Server Software by a single Developer on a single computer or Network Server, either with a single CPU only. An additional Network Server CPU License is required for each additional CPU on the single computer or Network Server, as the case may be, upon which the SOFTWARE and/or the Developed Web Server Software is installed and a separate license for each separate computer. That is, for Developed Web Server Software, if the computer or Network Server operating the SOFTWARE has 2 CPU's, then you would need to purchase one additional Network Server CPU License (beyond the one Developer Seat License granted in this EULA).

In all cases, you may not use C1's name, logo, or trademarks to market your Developed Software without the express written consent of C1; (b) you must include the following C1 copyright notice in your Developed Software documentation and/or in the "About Box" of your Developed Software, and wherever the copyright/rights notice is located in the Developed Software (“Portions Copyright © ComponentOne, LLC 1991-2002. All Rights Reserved.”); (c) agree to indemnify, hold harmless, and defend C1, its suppliers and resellers, from and against any claims or lawsuits, including attorney's fees that may arise from the use or distribution of your Developed Software; (d) you may use the SOFTWARE only to create Developed Software that is significantly different than the SOFTWARE.

3.  Your Distribution License.

a.  License to Distribute Developed Legacy Software.  Subject to the terms and conditions in this EULA, you are granted the license to use and to distribute Developed Legacy Software on a royalty-free basis, provided that the Developed Legacy Software incorporates the SOFTWARE as an integral part of the Developed Software in machine-language compiled format (customarily an ".exe", or ".dll", etc.). You may not distribute, bundle, wrap or subclass the SOFTWARE as Developed Software which, when used in a "designtime" development environment, exposes the programmatic interface of the SOFTWARE. You may distribute, on a royalty-free basis, Redistributable Files with Developed Legacy Software only.

b.  License to Distribute Developed Web Server Software.  Subject to the terms and conditions in this EULA, you are granted the license to use and to distribute Developed Web Server Software, provided that you must purchase one Network CPU License for each CPU operating the Developed Web Server Software (and/or Redistributable Files called or otherwise used directly by the Developed Web Server Software). You may purchase an additional Network CPU License by purchasing an additional separate End User License for the SOFTWARE; one Network CPU License is included in this EULA. Notwithstanding the foregoing, however, you may distribute or transfer, free of royalties, the Redistributable Files (and/or any Developed Legacy Software) to the extent that they are used separately on a single CPU on the client/workstation side of the network served by the Web Server.

4.  Specific Product Limitations.  Notwithstanding anything in this EULA to the contrary, if the license you have purchased is for any of the following products, then the following additional limitations will apply:

a.  ComponentOne Reports for .NET Designer Edition.  ComponentOne Reports for .NET Designer Edition includes at least: 1) one dynamic link library (c1.win.c1reportdesigner.dll) file known as C1ReportDesigner Component, 2) one executable (ReportDesigner.exe) file known as C1ReportDesigner Application and, 3) the Source Code of the C1ReportDesigner Application. The C1ReportDesigner Component is subject to the general terms and restrictions set forth in this EULA. The C1ReportDesigner Application is an executable file used to design and prepare reports; the C1ReportDesigner Application may be distributed, free of royalties, only in conjunction with the Developed Software.

Subject to the terms and conditions in this EULA, C1 hereby grants you the right to use the C1ReportDesigner Application Source Code. You are hereby also granted the right to modify such Source Code and to create derivative works that are based on the licensed Source Code. You may distribute the derivative works that you develop, solely in object code format and exclusively in conjunction with and/or as a part of the Developed Software. You are expressly not granted the right to distribute, disclose or otherwise make available to any third party the licensed Source Code, any modified version, derivative work, or any portion thereof, in source code format.

C1 shall retain all right, title and interest in and to the licensed Source Code, and all C1 updates, modifications or enhancements thereof. Nothing herein shall be deemed to transfer any ownership or title rights in and to the licensed Source Code from C1 to you.

SOURCE CODE IS LICENSED TO YOU AS IS. C1 DOES NOT AND SHALL NOT PROVIDE YOU WITH ANY TECHNICAL SUPPORT FOR YOUR SOURCE CODE LICENSE.

b.  VS View Reporting Edition.  VS View Reporting Edition includes at least one executable file listed as “VSRptX.exe” (where X indicates the version number i.e.7,8, etc.), known as “Designer.” The file "VSRptX.exe”, or any upgrade or future versions of the Designer, are subject to the restrictions set forth in this EULA and may not be distributed with your Developed Software or in any other way.

c.  VSForum.  VSForum is intended to be installed on a Network Server. C1 grants to you the following rights to the SOFTWARE: a) Installation: You may install one copy of the SOFTWARE on a single Network Server; b) Use: When installed and initialized, the SOFTWARE creates a database file which contains the embodiment of a discussion forum (the database hereinafter referred to as the "Forum"). You may use the SOFTWARE to create one Forum on one Network Server only, which server may be connected at any point to an unlimited number of workstations or computers operating on one or more networks. You are specifically NOT LICENSED to create or operate multiple Forums. To create or to operate more than one FORUM, you must purchase one additional SOFTWARE license for each additional Forum.

d.  Doc-to-Help and ComponentOne Natural Search.  You may use Doc-To-Help to create online help, manuals or other documentation in electronic or printed format (the "Output Documents"). You may distribute and incorporate in such Output Documents those files identified in the documentation as Redistributable Files. Except for those specific Redistributable Files, you MAY NOT distribute the SOFTWARE, in any format, to others.

e.  Studio Products.  You may not share the component parts of the Studio Products licensed to you with other Developers, nor may you allow the use and/or installation of such components by other Developers.

f.  ComponentOne Response and SOAP Channel.  ComponentOne Response is intended to be installed on a Network Server. C1 grants to you the following rights to the SOFTWARE: a) Installation: You may install one copy of the SOFTWARE on a single Network Server; b) Use: When installed and initialized, the SOFTWARE creates a database file which contains the embodiment of a solution knowledge base (the database hereinafter referred to as the "Knowledge Base").

You may use the SOFTWARE to create Knowledge Bases on one Network Server only. To create or to operate Knowledge Bases in more than one Network Server, you must purchase one additional SOFTWARE license for each additional Network Server.

5.  Updates/Upgrades; Studio Subscription.  Subject to the terms and conditions of this EULA, the Licenses are perpetual. Updates and upgrades to the SOFTWARE may be provided by C1 from time-to-time, and, if so provided by C1, are provided upon the terms and conditions offered at that time by C1 in its sole discretion. C1 may provide updates and upgrades to the SOFTWARE for free or for any charge, at any time or never, and through its chosen manner of access and distribution, all in C1's sole and complete discretion.

C1 licenses certain of its separately-licensed products bundled together in a product suite, called the C1 "Studio" product line (the "Studio Products"). The exact separately-licensed products that are bundled into the Studio Products may change from time-to-time in C1's sole discretion. If the SOFTWARE is identified as a C1 "Studio" product, then the SOFTWARE is one of the Studio Products. The SOFTWARE and the Studio Products are revised from time-to-time (meaning, for example, revised with updates, upgrades and, in the case of Studio products, possibly changes to which specific products are included in the bundle). For you to be entitled to receive any such revisions to the SOFTWARE or the Studio Products, as the case may be, you must have a valid SOFTWARE license or a valid Studio subscription. The original purchaser of the SOFTWARE or of a Studio product receives a one-year subscription from the date of purchase of the SOFTWARE. After one year, the Studio subscription and/or the SOFTWARE license must be renewed to continue to be entitled to receive the SOFTWARE and/or the Studio Products revisions as the case may be.

6.  Serial Number.  Within the packaging of the SOFTWARE, a unique serial number (the "Serial Number") is included, which allows for the registration of the SOFTWARE. The Serial Number is subject to the restrictions set forth in this EULA and may not be disclosed or distributed either with your Developed Software or in any other way. The disclosure or distribution of the Serial Number shall constitute a breach of this EULA, the effect of which shall be the automatic termination and revocation of all the rights granted herein.

7.  Evaluation Copy.  If you are using an "evaluation copy" or similar version, specifically designated as such by C1 on its website or otherwise, then the Licenses are limited as follows: a) you are granted a license to use the SOFTWARE for a period of thirty (30) days counted from the day of installation (the "Evaluation Period"); b) upon completion of the Evaluation Period, you shall either i) delete the SOFTWARE from the computer containing the installation, or you may ii) contact C1 or one of its authorized dealers to purchase a license of the SOFTWARE, which is subject to the terms and limitations contained herein; and c) any Developed Software may not be distributed or used for any commercial purpose.

III.  INTELLECTUAL PROPERTY.

1.  Copyright.  You agree that all right, title, and interest 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 any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by C1, except to the limited extent that C1 may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you, not sold to you. C1 reserves all rights not otherwise expressly and specifically granted to you in this EULA.

2.  Backups.  You may either: (a) copy the SOFTWARE solely for backup or archival purposes; or (b) install the SOFTWARE on a single computer, provided you keep the original solely for backup or archival purposes. Notwithstanding the foregoing, you may not copy the Documentation.

3.  General Limitations.  You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation.

4.  Software Transfers.  You may not rent or lease the SOFTWARE. You may transfer the SOFTWARE to another computer, provided that it is completely removed from the computer from which it was transferred. You may permanently transfer all of your rights under the EULA, provided that you retain no copies, that you transfer all the SOFTWARE (including all component parts, the media and printed materials, any dates, upgrades, this EULA and, if applicable, the Certificate of Authenticity), and that the recipient agrees to the terms and conditions of this EULA as provided herein. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.

5.  Termination.  Without prejudice to any other rights it may have, C1 may terminate this EULA and the Licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts.

6.  Export Restrictions.  You acknowledge that the SOFTWARE is of U.S. origin. You acknowledge that the license and distribution of the SOFTWARE is subject to the export control laws and regulations of the United States of America, and any amendments thereof, which restrict exports and re-exports of software, technical data, and direct products of technical data, including services and Developed Software. You agree that you will not export or re-export the SOFTWARE or any Developed Software, or any information, documentation and/or printed materials related thereto, directly or indirectly, without first obtaining permission to do so as required from the United States of America Department of Commerce's Bureau of Export Administration ("BXA"), or other appropriate governmental agencies, to any countries, end-users, or for any end-uses that are restricted by U.S. export laws and regulations, and any amendments thereof, which include, but are not limited to, the following:

Restricted Countries: Restricted Countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, Montenegro, North Korea, Serbia, Sudan, and Syria.

Restricted End-Users: Any End-User whom you know or have reason to know will use SOFTWARE or Developed Software in the design, development, or production of missiles and missile technology, nuclear weapons and weapons technology, or chemical and biological weapons. Any national of any of the Restricted Countries, wherever located, who intends to transmit or transport the SOFTWARE or Developed Software to one of the Restricted Countries.

Restricted End-Uses: Any use of SOFTWARE and Developed Software related to the design, development, or production of missiles and missile technology, nuclear weapons and weapons technology, or chemical and biological weapons.

These restrictions change from time to time. You represent and warrant that neither the BXA nor any other United States federal agency has suspended, revoked or denied your export privileges. C1 acknowledges that it shall use reasonable efforts to supply you with all reasonably necessary information regarding the SOFTWARE and its business to enable you to fully comply with the provisions of this Section. If you have any questions regarding your obligations under United States of America export regulations, you should contact the Bureau of Export Administration, United States Department of Commerce, Exporter Counseling Division, Washington DC. U.S.A. (202) 482-4811, http://www.bxa.doc.gov.

7.  U.S. Government Restricted Rights.  The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. For solicitations issued before December 1, 1995, by the United States of America, its agencies and/or instrumentalities (the "Government"), other than the Department of Defense, the use, duplication or disclosure of the software and documentation provided to the Government under this EULA shall be subject to the RESTRICTED RIGHTS as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR ch.1 52.227-19. For solicitations issued before September 29, 1995, by the Department of Defense, the use, duplication or disclosure of the software and documentation provided under this EULA shall be subject to the RESTRICTED RIGHTS as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 CFR ch.2 252.227-7013. You will comply with any requirements of the Government to obtain such RESTRICTED RIGHTS protection, including without limitation, the placement of any restrictive legends on the SOFTWARE, and any license agreement used in connection with the distribution of the SOFTWARE. Manufacturer is ComponentOne, LLC, 4516 Henry Street, Suite 501, Pittsburgh, Pennsylvania 15213 USA. For solicitations issued by the Government on or after December 1, 1995 and the Department of Defense on or after September 29, 1995, the only rights provided in the software and documentation provided herein shall be those contained in this EULA. Under no circumstances shall C1 be obligated to comply with any Governmental requirements regarding the submission of or the request for exemption from submission of cost or pricing data or cost accounting requirements. For any distribution of the SOFTWARE that would require compliance by C1 with the Government's requirements relating to cost or pricing data or cost accounting requirements, you must obtain an appropriate waiver or exemption from such requirements for the benefit of C1 from the appropriate Government authority before the distribution and/or license of the SOFTWARE to the Government.

IV.  WARRANTIES AND REMEDIES.

1.  Limited Warranty.   C1 warrants that the original media, if any, are free from defects for ninety (90) days from the date of delivery of the SOFTWARE. EXCEPT AS OTHERWISE PROVIDED IN THE PRECEDING SENTENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, C1 EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE, DOCUMENTATION AND ANYTHING ELSE PROVIDED BY C1 HEREBY AND C1 PROVIDES THE SAME IN “AS IS” CONDITION WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.

2.  Limited Remedy.  C1's entire liability and your exclusive remedy under this EULA shall be, at C1's sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online or otherwise in C1's discretion; or (c) replace the SOFTWARE with its reasonable, provided that you return the SOFTWARE in the same manner as provided in Section I.2 for return of the SOFTWARE for non-acceptance of this EULA. Any media for any repaired or replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED STATES OF AMERICA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL C1 BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF C1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

V.  MISCELLANEOUS.

1.  This is the Entire Agreement.   This EULA (including any addendum or amendment to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and C1 relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained in this EULA, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, "clicking-through" a questionnaire, etc.) Employees, agents and other representatives of C1 are not permitted to orally modify this EULA.

2.  You Indemnify C1.   You agree to indemnify, hold harmless, and defend C1 and its suppliers and resellers from and against any and all claims or lawsuits, including attorney's fees, that arise or result from this EULA.

3.  Interpretation of this EULA.  If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this EULA is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The parties consent to the personal jurisdiction and venue of the Commonwealth of Pennsylvania, in the County of Allegheny, and agree that any legal proceedings arising out of this EULA shall be conducted solely in such Commonwealth. If the SOFTWARE was acquired outside the United States, then local law may apply.

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