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END USER LICENSE AGREEMENT

IMPORTANT: READ CAREFULLY BEFORE OPENING THIS PACKAGING OR DOWNLOADING OR INSTALLING OR USING ANY PART OF THIS PRODUCT. THIS IS A LEGAL DOCUMENT THAT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PRODUCT. M AND M SOFTWARE, LLC (THE "COMPANY") IS WILLING TO LICENSE THIS PRODUCT TO YOU, THE LICENSEE ("YOU" OR "LICENSEE") ONLY IF YOU ACCEPT ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT (THE "AGREEMENT"). BY OPENING THIS PACKAGING, CLICKING YOUR ACCEPTANCE OF THE AGREEMENT DURING DOWNLOAD OR INSTALLATION OF THIS PRODUCT, OR BY USING ANY PART OF THIS PRODUCT, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT OPEN THE PACKAGING OR DOWNLOAD OR INSTALL OR USE THIS PRODUCT. WITHIN SEVEN (7) DAYS OF YOUR PURCHASE, RETURN THIS PRODUCT, IN ITS ORIGINAL PACKAGING, TO THE LOCATION WHERE IT WAS PURCHASED, FOR A FULL REFUND OF THE AMOUNT OF FEES YOU PAID FOR THE PRODUCT.

Grant of License
Subject to the terms of this Agreement, the Company hereby grants to you a non-exclusive and non-transferable license (the "License") to install and use the software program, including any upgrades, updates, patches or additions to the software program (the "Program") contained in the enclosed packaging, and the associated written documentation provided by the Company (the "Documentation") (the Program and the Documentation collectively constituting the "Product"), in executable form only. All rights not expressly granted to you herein are hereby reserved by the Company.
Scope of Use
The License is subject to the following restrictions. You may only: (a) install the Product on a single fileserver serving a single computer network, (b) use the Product on up to the number of workstations and/or by up to the number of concurrent users, as the case may be, for which you have paid the applicable fees; and (c) use the Product for your internal business purposes. Your invoice for the purchase of the Product will specify the number of workstations or concurrent users, as appropriate, for which you are authorized under the License. In addition, you shall not, nor permit any party to: (i) use the Product for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement, or in the operation of a service bureau; (ii) sell, lease, sublicense, distribute, or otherwise transfer the Product to any person, firm, or entity; or (iii) translate, decompile, create or attempt to create, by reverse engineering or otherwise, the source code from any object code supplied hereunder. Portions of the Product may not be used independently of the Product. Single Users: Notwithstanding the foregoing, if you have purchased a single-user License, the Product may not be used concurrently on more than one computer or processor unless you purchase additional licenses for each additional concurrent use.
Proprietary Rights
This is a license agreement and NOT an agreement for sale. You acknowledge and agree that, as between you and the Company, the Product, and all worldwide Intellectual Property Rights that are embodied in, related to, or represented by, the Product are, and at all times will be, the sole and exclusive property of the Company. For purposes of this Agreement, the term "Intellectual Property Rights" means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by the Company on or in the Product, or on or in any web page, template or other output of the Product, or any Company identifying logos, icons or other markings on or in the Product, web page, template or other output of the Product, and shall ensure that all such notices and identifying logos, icons or other markings are reproduced on all copies of the Product or any web page, template or other output of the Product.
Express Warranty and Disclaimer of Warranty
The Company warrants that, for a period of thirty (30) days following the date of purchase of the Product (the "Warranty Period") the media containing the Product shall be free from defects in materials and workmanship under normal use. If a defect in such media appears during the Warranty Period, your sole and exclusive remedy and the Company’s sole liability under this warranty is the replacement of the defective media, as provided in the next sentence. To receive a replacement for defective media, you must return the defective media during the Warranty Period to the place of purchase. Except for the foregoing express warranty, the Product is licensed to you on an "AS IS" basis without any warranty whatsoever. No services, training, support or maintenance is provided to you by the Company under this Agreement. Any services, training, support or maintenance by the Company will be provided only under a separate agreement to this effect. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY STATED IN THIS SECTION 4, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO TITLE, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S LIABILITY SHALL BE LIMITED IN THE AGGREGATE TO YOUR DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF THE FEES YOU PAID FOR THE PRODUCT.
Confidentiality
You acknowledge and agree that the Product contains proprietary trade secrets and confidential information of the Company (the "Confidential Information"). You agree to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of the Company, including by instruction to or agreement with all persons authorized to have access to the Product under this Agreement.
General Provisions
This Agreement constitutes the entire agreement between you and the Company relating to the Product, and supersedes any prior purchase order, communications, advertising or representations concerning the Product. This Agreement and the License shall automatically terminate upon failure by you to comply with any of its terms, or if you voluntarily return the Product to the Company or the place of purchase. This Agreement will be governed by the laws in force in the Commonwealth of Virginia excluding the application of its conflict of law rules and exclusive venue for any litigation shall be in Virginia. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Product will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restrictions or regulations, and you shall have sole responsibility and liability for compliance with all such laws. This Agreement may only be modified in a writing referencing this Agreement and duly signed by an authorized officer of the Company.