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EULA - End User License Agreement

END-USER LICENSE AGREEMENT FOR ITRIPOLI, INC. SOFTWARE
SINGLE SEAT LICENSE FOR SOFTWARE PRODUCT

IMPORTANT - READ CAREFULLY: This iTripoli, Inc. ("iTripoli") End-User License Agreement ("EULA") is a legal agreement between you and iTripoli for the iTripoli software product accompanying this EULA, which includes computer software and may include associated source code, media, printed materials, and "on-line" or electronic documentation ("SOFTWARE PRODUCT"). By 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, do not install, use, distribute in any manner, or replicate in any manner, any part, file or portion of the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

1. RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. If the right of use for this SOFTWARE PRODUCT is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of, any iTripoli intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any products created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.

2. GRANT OF LICENSE. This EULA, if legally executed as defined herein, licenses and so grants you the following rights:

A. Evaluation License. You are granted a license to use the SOFTWARE PRODUCT for a period of only thirty (30) days after installation of the evaluation version of the SOFTWARE PRODUCT ("Evaluation Period"). After the Evaluation Period, you must either:
i. Delete the SOFTWARE PRODUCT and all related files from ALL computers onto which it was installed or copied, or
ii. Contact iTripoli or one of its authorized resellers to purchase the SOFTWARE PRODUCT.
You may use the evaluation version of the SOFTWARE PRODUCT for evaluation purposes only. You may not distribute ANY of the files, or any packaged executables created though use of the SOFTWARE PRODUCT, in any form or manner, provided with the evaluation version of the SOFTWARE PRODUCT to ANY PARTIES.

B. Single Seat License. You may install and use the SOFTWARE PRODUCT or any prior version legally licensed on a single computer ("Single Seat License"). A Single Seat License for the SOFTWARE PRODUCT may not be shared or used concurrently on more than one computer. A separate license is required for every computer on which the SOFTWARE PRODUCT is to be used, even for a single developer using multiple computers. Although this software may be freely used by an unlimited number of persons, each computer on which it is installed must be licensed.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

A. Not for Resale Software. If the SOFTWARE PRODUCT is labeled and provided as "Not for Resale" or "NFR", then, notwithstanding other sections of this EULA, you may not resell, distribute, or otherwise transfer for value or benefit in any manner, the SOFTWARE PRODUCT or any derivative work using the SOFTWARE PRODUCT. You may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share or electronically transmit the SOFTWARE PRODUCT, media or documentation. This also applies to any and all intermediate files, source code, and compiled executables.

B. Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, create derivative works, modify, translate, or disassemble the SOFTWARE PRODUCT, and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the SOFTWARE PRODUCT or any of its constituent parts and redistributables to the fullest extent of all applicable local, US Codes and International Laws and Treaties regarding anti-circumvention, including but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.

C. Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.

D. Separation of Components, Their Constituent Parts and Redistributables. The SOFTWARE PRODUCT is licensed as a single product. The SOFTWARE PRODUCT and its constituent parts may not be reverse engineered, decompiled, disassembled, nor placed for distribution, sale, or resale as individual creations by you or any individual not expressly given such permission by iTripoli. The provision of source code, if included with the SOFTWARE PRODUCT, does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property will be prosecuted to the fullest extent of all applicable local, federal and international laws. All iTripoli libraries, source code, redistributables and other files remain iTripoli's exclusive property. You may not distribute any files, except those that iTripoli has expressly designated as Redistributable.
The SOFTWARE PRODUCT may include certain files ("Redistributables") intended for distribution by you to the users of programs you create. Redistributables include, for example, those files identified in printed or on-line documentation as redistributable files, or those files preselected for deployment by an install utility provided with the SOFTWARE PRODUCT (if any). In any event, the Redistributables for the SOFTWARE PRODUCT are only those files specifically designated as such by iTripoli. Subject to all of the terms and conditions in this EULA, you may reproduce and distribute exact copies of the Redistributables, provided that such copies are made from the original copy of the SOFTWARE PRODUCT or the copy transferred to a hard disk. Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this EULA that you have created using the SOFTWARE PRODUCT. Under no circumstances may any copies of Redistributables be distributed separately.
If you are using the evaluation version of the PRODUCT, you are prohibited from redistributing any of the files contained in the PRODUCT, including Redistributables.

E. Installation and Use. The license granted in this EULA for you to create your own packaged programs and distribute your programs, is subject to all of the following conditions:

i. All copies of the programs you create must bear a valid copyright notice, either your own or the iTripoli copyright notice that appears on the SOFTWARE PRODUCT.
ii. You may not remove or alter any iTripoli copyright, trademark or other proprietary rights notice contained in any portion of iTripoli libraries, source code, Redistributables or other files that bear such a notice.
iii. iTripoli provides no warranty at all to any person, and you will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact iTripoli for such services or assistance.
iv. You will indemnify and hold iTripoli, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of your programs.
v. Your programs containing the SOFTWARE PRODUCT must be written using a licensed, registered copy of the SOFTWARE PRODUCT.
vi. You may not use iTripoli's or any of its suppliers' names, logos, or trademarks to market your programs.

F. Support Services. iTripoli may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by iTripoli policies and programs described in the distributed documentation, in on-line documentation and/or other iTripoli provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to iTripoli as part of the Support Services, iTripoli may use such information for its business purposes, including for product support and development.

G. Software Transfer. You may NOT permanently or temporarily transfer ANY of your rights under this EULA to any individual or entity. Regardless of any modifications which you make, under no circumstances may the libraries, redistributables, and/or other files of the SOFTWARE PRODUCT (including any portions thereof) be used for developing programs by anyone other than you. Only you as the licensed end user have the right to use the libraries, redistributables, or other files of the SOFTWARE PRODUCT (or any portions thereof) for developing programs created with the SOFTWARE PRODUCT. In particular, you may not share copies of the Redistributables with other co-developers.

H. Termination. Without prejudice to any other rights or remedies, iTripoli will terminate this EULA upon your failure to comply with all the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation, and must remove ANY and ALL use of such technology immediately from any applications using technology contained in the SOFTWARE PRODUCT developed by you, whether in native, altered or compiled state.

4. UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use the SOFTWARE PRODUCT identified by iTripoli as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements the SOFTWARE PRODUCT that formed the basis for your eligibility for the upgrade, and together constitute a single SOFTWARE PRODUCT. You may use the resulting upgraded SOFTWARE PRODUCT only in accordance with all the terms of this EULA.

5. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by iTripoli or its subsidiaries. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may install the SOFTWARE PRODUCT for use, on a single computer. You may not copy any printed materials accompanying the SOFTWARE PRODUCT.

6. GENERAL PROVISIONS. This EULA may only be modified in writing signed by you and an authorized officer of iTripoli. If any provision of this EULA is found void or unenforceable, the remainder will remain valid and enforceable according to its terms.

7. MISCELLANEOUS. If you acquired this product in the United States, this EULA is governed by the laws of the State of Virginia.

If this SOFTWARE PRODUCT was acquired outside the United States, then you, agree and ascend to the adherence to all applicable international treaties regarding copyright and intellectual property rights which shall also apply. In addition, you agree that any local law(s) to the benefit and protection of iTripoli ownership of, and interest in, its intellectual property and right of recovery for damages thereto will also apply.

This EULA is governed by the laws of the Commonwealth of Virginia and any disputes relating to these terms or use of iTripoli products or services will be resolved in the Federal or state courts in the Commonwealth of Virginia. You agree to submit to personal jurisdiction and venue of the federal and state courts located in the Commonwealth of Virginia.

Should you have any questions concerning this EULA, or if you desire to contact iTripoli for any reason, please contact us via our support web pages.

8. NO WARRANTIES. ITRIPOLI EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE PRODUCT. THE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH YOU.

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ITRIPOLI OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ITRIPOLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.