End-User Licence Agreement for Araxis Merge Software

IMPORTANT – READ CAREFULLY: This Araxis End-User Licence Agreement (‘EULA’) is a legal agreement between you (either an individual, a firm or a single entity) and Araxis Ltd (a company registered in the Isle of Man, number 110807C) for the Araxis software product identified above, which includes computer software and may include associated media, printed materials, and ‘online’ or electronic documentation (‘SOFTWARE PRODUCT’). The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to you by Araxis. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end-user licence agreement is licensed to you under the terms of that licence agreement. By installing, copying, downloading, accessing, 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 or use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENCE. The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1. EVALUATION USE. If, and only if, you have been provided by Araxis with a licence for the purpose of evaluating Araxis Merge (‘Evaluation Licence’), this EULA grants you the following rights in respect of that Evaluation Licence:

2. NON-EVALUATION (‘FULL’) USE. If, and only if, you have acquired from Araxis a full non-evaluation licence for the SOFTWARE PRODUCT (‘FULL LICENCE’), this EULA grants you the following rights in respect of that licence:

3. DEPLOYMENT AS A COMPONENT OF A SERVER APPLICATION. This EULA grants you the following additional rights in respect of FULL LICENCES of the SOFTWARE PRODUCT that you have acquired from Araxis:

4. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

5. UPGRADES. If the SOFTWARE PRODUCT is labelled or sold as an upgrade, you must be properly licensed to use a product identified by Araxis as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labelled or sold as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one COMPUTER.

6. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and applets incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Araxis or its suppliers. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.

7. BACKUP COPY. You may create one or more copies of the SOFTWARE PRODUCT solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the SOFTWARE PRODUCT.

8. UPDATES. Araxis may, from time to time, revise or update the SOFTWARE PRODUCT. In so doing, ARAXIS incurs no obligation to furnish such revision or updates to you.

9. U.S. GOVERNMENT RESTRICTED RIGHTS. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein.

10. DISCLAIMER OF DAMAGES. You assume responsibility for, among other things, (i) the selection of the SOFTWARE PRODUCT to achieve your intended results, (ii) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the SOFTWARE PRODUCT, and (iii) the installation, use and results obtained from the SOFTWARE PRODUCT.

11. LIMITED WARRANTY FOR FULL (NON-EVALUATION) LICENCES ACQUIRED IN THE U.S. AND CANADA. If, and only if, this EULA has been entered into in relation to a FULL LICENCE for the SOFTWARE PRODUCT Araxis warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any Support Services provided by Araxis shall be substantially as described in applicable written materials provided to you by Araxis, and Araxis support engineers will make commercially reasonable efforts to solve any problem issues. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days.

12. STATEMENT FOR EVALUATION LICENCES. If this EULA has been entered into in relation to an Evaluation Licence for the SOFTWARE PRODUCT THE SOFTWARE PRODUCT IS PROVIDED FOR THE EXCLUSIVE PURPOSE OF EVALUATION BY YOU AND IS SUPPLIED ‘AS IS’ AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARAXIS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

13. CUSTOMER REMEDIES FOR FULL (NON-EVALUATION) LICENCES. Araxis’ and its suppliers’ entire liability and your exclusive remedy shall be, at Araxis’ option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet Araxis’ Limited Warranty and which is returned to Araxis with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Araxis are available without proof of purchase from an authorized international source.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARAXIS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY MIGHT GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MIGHT HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

14. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall Araxis 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 Araxis has been advised of the possibility of such damages. In any case, Araxis’ entire liability under any provision of this EULA shall be limited to the greater of the amount actually paid by you for the SOFTWARE PRODUCT or U.S.$5.00; provided, however, if you have entered into a Araxis Support Services Agreement, Araxis’ entire liability regarding Support Services shall be governed by the terms of that agreement. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

15. GENERAL. If any part of this EULA is held by a court or competent jurisdiction to be unenforceable the validity of the remainder of this EULA will not be affected. This EULA shall be governed by and construed in accordance with Isle of Man law. Each party hereby irrevocably submits to the exclusive jurisdiction of the Isle of Man Courts to resolve all controversies or claims of whatever nature arising out of or relating to this EULA.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ARAXIS WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ARAXIS OR ARAXIS’ AGENT(S) RELATING TO THE SOFTWARE PRODUCT.