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-1- 10.21 Form: Clickwrap End-User Product License Agreement Editor's note: This Agreement should be displayed to a user before the user is permitted to access or download a multimedia product distributed via the Internet. A clickable icon at the end of the agreement to indicate the user's assent to the terms of the agreement should be included. The user should not be permitted to proceed without first clicking on the icon to indicate assent. IMPORTANT-READ THESE TERMS CAREFULLY BEFORE DOWNLOADING [NAME OF PRODUCT]. BY DOWNLOADING OR USING THIS PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE PRODUCT. THE PRODUCT PROVIDED HEREUNDER WILL EXPIRE AND NOT OPERATE AFTER ( ) DAYS FROM INSTALLATION. THE PURCHASE OF A KEY IS REQUIRED FOR USE OF THE PRODUCT AFTER THE ( )-DAY TRIAL PERIOD. 1. Grant of License for Registered Users XYZ, Inc. grants you a non-exclusive, non-transferable license to use the program with which this license is distributed (the "Product"), including any documentation files accompanying the Product ("Documentation") on a single server (if the Product is server based) or personal computer to support up to the number of simultaneous users for which you have paid the license fee, and to make one backup copy of the Product, provided that: (i) the Product is installed on only one server or personal computer; (ii) the Product is NOT modified; (iii) all copyright notices are maintained on the Product; and (iv) you agree to be bound by the terms of this License Agreement. The Product and Documentation shall be used only by you, only for your own personal use and not in the operation of a service bureau or for the benefit of any other person or entity. 2. Ownership You have no ownership rights in the Product. Rather, you have a license to use the Product as long as this License Agreement remains in full force and effect. Ownership of the Product, Documentation and all intellectual property rights therein shall remain at all times with XYZ, Inc. Any other use of the Product by any person, business, corporation, government organization or -2- any other entity is strictly forbidden and is a violation of this License Agreement. 3. Copyright The Product and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by XYZ, Inc. You may not remove any proprietary notice of XYZ, Inc. from any copy of the Product or Documentation. 4. Restrictions You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Product or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Product, nor shall you attempt to create the source code from the object code for the Product. You may not transmit the Product over any network or between any devices, although you may use the Product to make such transmissions of other materials. You may transfer the Product to other computers you own as long as you only use it on one computer at a time. 5. Confidentiality You acknowledge that the Product contains proprietary trade secrets of XYZ and you hereby agree to maintain the confidentiality of the Product using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. 6. Limited Warranty XYZ, INC. WARRANTS FOR A PERIOD OF _______ (__) DAYS AFTER PURCHASE THAT THE PRODUCT WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE PRODUCT NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND XYZ, INC.'S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT XYZ, INC.'S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCT. ANY USE BY YOU OF THE PRODUCT IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY XYZ, INC. REGARDING THE PRODUCT. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE PRODUCT IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT -3- PERMITTED BY LAW, XYZ, INC. DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XYZ, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE PRODUCT WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE PRODUCT WILL BE CORRECTED, OR THAT THE PRODUCT IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. 7. Limitation of Liability IN NO EVENT WILL XYZ, INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF XYZ, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XYZ, INC.'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE PRODUCT AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE PRODUCT AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 8. Export Restrictions THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE PRODUCT OR INFORMATION ABOUT SUCH PRODUCT WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT -4- THE PRODUCT, DOCUMENTATION, OR INFORMATION ABOUT THE PRODUCT AND DOCUMENTATION WITHOUT CONSENT OF XYZ, INC. AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. 9. Termination This License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to XYZ, Inc. all copies of the Product and Documentation in your possession or under your control. XYZ, Inc. may terminate this License Agreement for any reason, including, but not limited to, if XYZ, Inc. finds that you have violated any of the terms of this License Agreement. Upon notification of termination, you agree to destroy or return to XYZ, Inc. all copies of the Product and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Product License Agreement. 10. General This License Agreement shall be construed, interpreted and governed by the laws of the State of _________ without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in _________ County, State of ___________, USA. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties. I ACCEPT I DO NOT ACCEPT ฀