Licensing Agreement and Limited Warranty

Licensing Agreement and Limited Warranty

IMPORTANT - READ CAREFULLY

This License Agreement and Limited Warranty (herein referred to as "Agreement") is a legal agreement between you (either an individual or a single entity) and Eagle Solutions, Inc for the software product Eagle Business Management Systems (herein referred to as "EBMS"), which includes computer software and associated media, printed materials, and "on-line" or electronic documentation (herein referred to as "Software Product"). By installing, copying or otherwise using the Software Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, promptly return the Software Product and accompanying items in resalable condition to the place from which you obtained them for a full refund.

1. LIMITED LICENSE. You are purchasing only the right to use the Software Product as described in the attached Exhibit 1, and are acquiring no rights to the software itself, or the enclosed copy, except the Limited License granted herein.

2. COPYRIGHT. All title and copyrights in and to the Software Product (including but not limited to, any images, photographs, animations, video, audio, music, and text incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by Eagle Solutions or its suppliers. Copyright laws and international treaty provisions protect the Software Product.

Therefore, you may not copy the Software Product except that you may either (a) make one copy of the Software Product solely for backup or archival purposes, or (b) install the Software Product on a group of workstations that are connected to the same data source or server. You may not copy the printed materials accompanying the Software Product. You may not alter, remove, or destroy any copyright notice, proprietary marketing, or confidential legend placed on or with the Software Product.

3. OTHER RESTRICTIONS

3(a). Rental. You may not rent or lease the Software Product.

3(b). Software Transfer. Unless this is a "Not for Resale" or "Demo" product, you may permanently transfer all of your rights under this Agreement, provided that you retain no copies. You must transfer the entire Software Product (including all component parts, the media and printed materials, any upgrades, and this Agreement), and the recipient must agree to the terms of this Agreement. If the Software Product is an upgrade, any transfer must include all prior versions of the Software Product. You may not transfer a "Not for Resale" or "Demo" product license. The new owner must contact Eagle Solutions to be eligible for any support or upgrades.

3(c). Export. Any export of the Software Product or its technical data from the United States may be restricted by U.S. export control laws, and accordingly you must comply with such laws before engaging in any such export.

3(d). Limitations on Modifications or Reverse Engineering. You shall not cause or permit the reverse engineering, alteration, disassembly, decompilation, translation or adaptation of the Software Product, or take any action inconsistent with Eagle Solutions' or its suppliers' ownership of the Software Product.

3(e). No Separation of Components. The Software Product is licensed as a single product, and neither the software programs comprising the Software Product or any update or upgrade may be separated for use by more than one user at a time.

3(f). Termination. Without prejudice to any other rights, Eagle Solutions may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software Product.

4. LIMITED WARRANTY. Unless this is a "Not for Resale" or "Demo" product, Eagle Solutions warrants the physical disk(s) and physical documentation to be free of defects in materials and workmanship for a period of 60 days from the purchase date. If Eagle Solutions receives notification within this warranty period of any such defects and such notification is determined to be correct, Eagle Solutions will replace the disk(s) or documentation. Eagle Solutions' entire liability for any breach of this warranty is limited to replacement of defective disk(s) or documentation, and does not include or extend to claims for any other damages. EAGLE SOLUTIONS SPECIFICALLY DISCLAIMS ALL OTHER CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED CONDITION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY QUALITY.

"Not for Resale" products are provided "AS IS" without warranty of any kind. Eagle Solutions does not guarantee results or warrant that these products will be error-free.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL EAGLE SOLUTIONS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF PROFITS, DATA OR USE OF THE SOFTWARE PRODUCT, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR OTHER SIMILAR CLAIMS, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, EVEN IF EAGLE SOLUTIONS HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EAGLE SOLUTION'S LIABILITY FOR ANY DAMAGES TO YOU OR ANY OTHER PERSON EVER EXCEED THE LOWER OF THE SUGGESTED LIST PRICE OR THE ACTUAL PURCHASE PRICE PAID FOR THE SOFTWARE PRODUCT, REGARDLESS OF THE FORM OF THE CLAIM. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ALL THIRD PARTY SUPPLIERS TO EAGLE SOLUTIONS OF ANY PORTION OF THE SOFTWARE PRODUCT MAKE NO WARRANTY AND SHALL HAVE NO LIABILITY TO YOU.

MISCELLANEOUS. This document constitutes the entire agreement of the parties regarding the subject matter herein. All rights not expressly granted to you are retained by Eagle Solutions. The failure of Eagle Solutions to enforce any right or claim against you shall not be deemed a waiver of such right or claim or any other right or claim hereunder. No modification to this Agreement shall have effect unless in writing and signed by the authorized representative of the parties. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement.

Restricted Rights Legend

U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication, reproduction, or transfer of this commercial product and accompanying documentation is restricted in accordance with FAR 12.212 and DFARS 227.7202 and by this license agreement.

Exhibit 1

SINGLE USER. Eagle Solutions grants you a personal, non-exclusive Limited License to use one copy of the Software Product on a single computer. You may access the Software Product from a hard disk, over a network, or by any other method, strictly in accordance to the terms hereof. You may use each licensed copy of the Software Product only on a single computer.

MULTIPLE USERS. For additional users to use the Software Product on a network, you must acquire additional user licenses, which allow additional designated users in numbers and on terms specified by the documentation accompanying the Software Product. You may have as many copies of the Software Product in use on a network as is specifically authorized in the documentation. Except as stated in section 1, Eagle Solutions grants you a non-exclusive Limited License to use one copy of the Software Product for each of and up to the total number of licenses you are acquiring. You may access the Software Product from a fixed disk, over a network, or by any other method, strictly in accordance to the terms hereof. Licenses for EBMS are concurrent licenses and are named user licenses. That is, if you have EBMS installed on 3 computers and there are 2 users, you will need to have 2 licenses. A Software Product cannot be used in multiple locations using the same license unless the locations are connected via a wide area network and the software is accessing a common set of data.

UPGRADE SOFTWARE. Eagle Solutions grants you a personal, non-exclusive Limited License to use one copy of the Software Product on a single computer provided that you have a valid license to and are upgrading an earlier version of the Software Product.

DEMO SOFTWARE. Eagle Solutions grants you a personal, non-exclusive Limited License to use one copy of the Software Product on a single computer for evaluation purposes only, for a period as specified on the Product packaging, not to exceed ninety (90) days. You are acquiring only the limited right to use a single copy of the Software Product for evaluation purposes only and are acquiring no rights to the software itself.