secureWISE connect End User License Agreement

IMPORTANT - READ CAREFULLY. This End-User License Agreement is a legal agreement between You and ILS Technology LLC ("Licensor") for the software product or products You acquired from ILS Technology or its Authorized Reseller (the "Product").

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THIS SOFTWARE PROGRAM YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS,

- DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE PROGRAM; AND

- PROMPTLY RETURN THE PROGRAM TO THE PARTY FROM WHOM YOU ACQUIRED IT. IF YOU HAVE ALREADY DOWNLOADED THE PROGRAM, YOU MUST DELETE AND UNINSTALL ALL COMPONENTS OF THE PROGRAM, AND CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.

1.      Definitions

1.1  "Program" is defined as the following items, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related licensed materials, and 5) license use documents or keys, and (6) documentation.

1.2  "You" and "Your" refer either to an individual person or to a single legal entity.

1.3  This Agreement is the complete agreement between You and Licensor regarding the use of the Program. It replaces any prior oral or written communications between You and Licensor concerning Your use of the Program. Any terms and conditions of a purchase order or other document issued by You in connection with the order of the Product shall be superseded by the terms and conditions of this Agreement.

2.      Grant of License

2.1  The Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Program is owned by Licensor or a Licensor supplier, and all right, title and interest to the Program belongs to Licensor or its supplier. This Software Program is copyrighted and licensed, not sold.

2.2  Licensor grants You a limited, nonexclusive license to use the Program when You lawfully acquire it as part of the Product. The duration of this license may be limited by the terms of your agreement with Licensor relating to the Product.

2.3  IF OU HAVE BEEN PROVIDED THE PROGRAM FOR INTERNAL EVALUATION, TESTING OR DEMONSTRATION PURPOSES, THE PROGRAM MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED AFTER THE EVALUATION PERIOD ENDS. YOU WILL NOT TAMPER WITH THIS DISABLING DEVICE OR THE PROGRAM. YOU SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE PROGRAM CAN NO LONGER BE USED.

2.4  IF YOU HAVE BEEN PROVIDED THE PROGRAM FOR USE UNDER A MONTHLY LICENSE USAGE AGREEMENT BETWEEN YOU AND THE LICENSOR, THE PROGRAM MAY BE DISABLING IF PAYMENT REQUIREMENTS ARE NOT MEET AS DEFINED IN THE MASTER PURCHASE AGREEMENT, AND THIS WIL PREVENT IT FROM BEING USED. YOU WILL NOT TAMPER WITH THE PROGRAM IF SUCH ACTIONS ARE TAKEN BY LICENSOR. YOU SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE PROGRAM CAN NO LONGER BE USED.

2.5  You will ensure that anyone who uses the Program (accessed either locally or remotely) does so only for Your authorized use and complies with the terms of this End-User License Agreement.

2.6  You will not, nor will You allow any third party to, (i) modify, port, translate, localize, or create derivative works of the Program; (ii) distribute, sell, lend, rent, transfer, convey, modify, decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying user interface techniques or algorithms of the Program by any means whatsoever, for any purpose whatsoever; (iii) grant any sublicense, leases or other rights in the Program to any third party; (iv) disassemble the Activation Key Lock File or attempt to duplicate it in any way, if applicable; or (v) take any action that would cause the Program to be placed in the public domain.

2.7  Licensor may terminate Your license if You fail to comply with the terms of this End-User License Agreement or if you fail to comply with the terms of any agreement in place between You and Licensor relating to the Product. If Licensor elects to terminate Your license, You must destroy all copies of the Program and purge them from all memory devices.

3.      No Warranty

3.1  SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LICENSOR EXCLUDES AND DISCLAIMS ALL WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, REGARDING THE PROGRAM OR TECHNICAL SUPPORT, IF ANY. THIS EXCLUSION APPLIES TO AND RUNS TO THE BENEFIT OF THE PROGRAM DEVELOPERS AND SUPPLIERS

3.2  Manufacturers, suppliers, or publishers of non-Licensor software programs may provide their own warranties.

3.3  Licensor does not provide technical support, unless Licensor specifies otherwise.

4.      Limitation of Liability

4.1  Regardless of the basis on which You may be entitled to claim damages from Licensor, (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Licensor is liable for no more than: 1) damages for bodily injury (including death) and damage to real property and tangible personal property, and 2) the amount of any other actual direct damages up to the charges for the Program that is the subject of the claim. This limitation of liability also applies to the Program developers and suppliers. It is the maximum for which they and Licensor are collectively responsible.

4.2  TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES IS LICENSOR, THE PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:

a.       LOSS OF, OR DAMAGE TO, DATA;

b.      SPECIAL, INCIDENTAL, PUNATIVE OR INDIRECT DAMAGES, OR FOR ANY CONSEQUENTIAL ECONOMIC DAMAGES; OR

c.       LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

5.      General

5.1  Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

5.2  In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.

5.3  You may not export the Program.

5.4  You agree to allow Licensor to store and use Your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of Licensor for uses consistent with their collective business activities, including communicating with You (for example, for processing orders, for promotions, and for market research).

5.5  Neither You nor Licensor will bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.

5.6  Neither You nor Licensor is responsible for failure to fulfill any obligations due to causes beyond its control.

5.7  This Agreement will not create any right or cause of action for any third party, except that ILS Technology LLC, a supplier to Licensor and the owner of the intellectual property rights related to certain parts of the Program, shall have the right to claim against YOU for any violation of this Agreement which affects the intellectual property rights owned by ILS Technology LLC. Licensor will not be responsible for any third party claims against You except, as permitted by the Limitation of Liability section above, for bodily injury (including death) or damage to real or tangible personal property for which Licensor is legally liable.

6.      Governing Law and Jurisdiction

6.1  Both You and Licensor consent to the application of the laws of the country in which You acquired the Program license to govern, interpret, and enforce all of Your and Licensor's rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. All of Licensor's rights, duties, and obligations are subject to the courts of the country in which You acquired the Program license.

6.2  If the Program is acquired in the United States of America, this Agreement shall be construed in accordance with the substantive laws of the State of Ohio (without reference to Ohio's rules regarding conflict of laws). The parties consent to the jurisdiction of the courts of the State of Ohio and agree that such courts shall have exclusive jurisdiction over any dispute arising under or relating to the Agreement.

6.3  The United Nations Convention on Contracts for the International Sale of Goods does not apply.

7.      Support

7.1  Support and upgrades for the Program may be available from Licensor or the distributor who provided the Program to You. Access to such support and upgrades may require payment of a fee and agreement to additional terms and conditions. Any beta programs and samples provided may be modified substantially before general availability. Licensor does not guarantee that the beta programs, samples and/or any component thereof will be made generally available. In addition, Licensor does not warrant or guarantee that the operability of any of Your applications running with the Program will be maintained with any subsequent or generally available versions of the Program. Although Licensor may try to answer technical support questions You may have regarding Your use of the Program, any such assistance does not obligate Licensor to provide support or maintenance services for the Program.

7.2  You agree that any information or feedback You may provide to Licensor or its suppliers related to the Program or this Agreement is non- confidential and You grant Licensor and its suppliers a non-exclusive, worldwide, fully paid up, perpetual and irrevocable license to use this information/feedback in Licensor's and its suppliers' business activities without restriction and without payment or accounting to You or any third party.

8.      Excluded Components

8.1  Notwithstanding the terms and conditions of any other agreement You may have with Licensor or any of its related or affiliated companies or with any of the third parties that provide products ("Third Parties"), the following terms and conditions apply to all "Excluded Components" identified below: (a) all Excluded Components are provided on an "AS IS" basis; (b) LICENSOR AND THIRD PARTIES DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (c) Licensor and Third Parties will not be liable to You or indemnify You for any claims related to the Excluded Components; and (d) Licensor and Third Parties will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Excluded Components.

8.2  The following are Excluded Components:

Third Party Components

The Program and future updates and patches to the Program may contain certain Third Party components which are provided to You under terms and conditions which are different from this Agreement, or which require Licensor or Third Parties that provide Licensor products to provide You with certain notices and/or information. For each such Third Party component, Licensor will identify such Third Party component on the Licensors website for view or download.

Your use of each Third Party component which contains or is accompanied by its own license agreement, or for which Licensor have identified a license agreement will be subject to the terms and conditions of such other license agreement, and not this Agreement. By using or not uninstalling such Third Party components after the initial installation of such Third Party components You acknowledge and agree to all such license agreements, notices and information, including those provided only in the English language. You agree to review any updated License agreements which may be modified or added with any Licensors updates and patches to the Program.

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