ZappySys_Software End User License Agreement (A1004487-3).DOCX

ZappySys End User License Agreement

This End User License Agreement, including the Order Form which by this reference is incorporated herein (this "Agreement"), is a binding agreement between ZappySys LLC ("Licensor") and the person or entity identified on the Order Form as the licensee of the ZappySys LLC Software ("Licensee").

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT INSTALL OR USE THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

"Authorized Users" means any Licensee employees, subcontractors or independent contractors authorized to use Licensee's computer system.

"Documentation" means user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

"Evaluation Period" means a limited length of time, usually 14 (fourteen) days or less, in which

Licensee is granted a temporary license to execute and evaluate the Software under activated mode.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"License Fees" means the fees set out on the applicable Order Form.

"License File" means a file issued to Licensee by Licensor, which enables the Software to operate under activated mode. This file is generated and provided by Licensor upon the activation of a License Key, and can be installed in the License program shipped with the Software.

"License Key" means a unique serial number that enables a Licensee to activate and use the Software in activated mode. Only Licensor and/or its representatives are permitted to produce License Keys for the Software.

"Licensee" has the meaning set forth in the preamble.

"Licensor" has the meaning set forth in the preamble.

"Order Form" means the order form filled out and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee's purchase of the license for the Software granted under this Agreement.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Software" means the software programs for which Licensee is purchasing a license, as expressly set forth in the Order Form.

"Term" has the meaning set forth in Section 10.

"Third Party" means any Person other than Licensee or Licensor.

"Update" has the meaning set forth in 7(b).

2. License Grant and Scope. Subject to and conditioned upon Licensee's payment of License Fees, if any, and strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee's Authorized Users, to:

(a) Install in accordance with the Documentation of the Software on company's equipment, whether owned or leased, and controlled by, Licensee. In addition to the foregoing, Licensee has the right to make copies of the Software solely for archival or backup purposes, provided that Licensee shall not, and shall not allow any Person to, install or use such copy other than if and for so long as the copy installed in accordance with the preceding sentence is inoperable and, provided, further, that Licensee uninstalls and otherwise deletes such inoperable copy. All copies of the Software made by the Licensee:

(i) will be the exclusive property of the Licensor;

(ii) will be subject to the terms and conditions of this Agreement; and

(iii) must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

(b) Use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee's business purposes.

(c) Download or otherwise make one (1) copy of the Documentation and use such Documentation, solely in support of its licensed use of the Software in accordance herewith. All copies of the Documentation made by Licensee:

(i) will be the exclusive property of Licensor;

(ii) will be subject to the terms and conditions of this Agreement; and

(iii) must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

(d) Term of License.

(i) Perpetual License: When the Software is activated using a perpetual License Key or a perpetual License File, the term of the license granted herein should be perpetual unless terminated under Section 10.

(ii) Subscription License. When the Software is activated using a subscription License Key or subscription License File, the term of the license granted herein is limited to the period of time (the "Subscription Term" or the "Term") for which Licensee subscribed as indicated on Licensee's invoice or Order Form for the Software. Using a Subscription License, Licensee acknowledges that (i) Licensee's right to install and use the Software in the activated mode is limited to the term of Licensee's subscription, commencing on the date on which Licensor accepts Licensee's order by issuing the License Key(s) or the date on which the License Key is activated, whichever comes first, (ii) before the end of the Subscription Term, Licensee may renew the Subscription License for the same Term or a different Term at the Licensor's then-current rate, (iii) on the expiry date of the Subscription Term, Licensor may automatically renew the Subscription License under the terms of Section 10(b), if the License has not been renewed by Licensee, and (iv) the Software may be programmed to stop operating at the expiration of the Subscription Term (by a programmed determination and not through external communication or intervention). Any attempt to defeat the time-control disabling function in the Software is a material breach of this Agreement and a violation of intellectual property law. Upon the expiration of the Subscription Term, the license and all associated rights, such as technical support, if any, will expire automatically.

(iii) Time-Limited Trial License. Licensee may request a free trial license which can be used to activate the Software on a server or workstation for an Evaluation Period of thirty (30) days, unless otherwise specified on the download form. Licensee's use of the Software during the Evaluation Period shall be limited to evaluation purposes only. Licensor will have no liability to Licensee if the Software produces incorrect results because of these features. Licensee must not disable, destroy, or remove this feature of the Software. Any attempt to do so will be in violation of this Agreement and will terminate Licensee's rights to use the Software. Licensee may request an extension of the Evaluation Period. However, it is at the Licensor's sole discretion as to whether such an extension is granted and is subject to approval on a case by case basis.

(iv) FREE Developer License: Certain Product(s) like SSIS PowerPack may work inside Visual Studio SSIS designer (SSDT, BIDS, SSDT-BI) without need of any paid or Trial License Key. Free Developer License mode shall be used for development, testing, debugging or evaluation of the Software only. There is no separate installer to use Free Developer License. After Trial License expires it converts to FREE Developer License mode for products like SSIS PowerPack. Products like ODBC PowerPack and ZappyShell do not support this mode so they stop working after Trial expires

3. Third-Party Materials. The Software includes software, content, data, or other materials, including related Documentation, that are owned by Persons other than Licensor and that are provided to Licensee on license terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials included in the Software and provided under Third-Party Licenses is set forth on Schedule A to this Agreement, and the applicable Third-Party Licenses are accessible via links therefrom. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.

4. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:

(a) use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2.

(b) provide any other Person, that is not an Authorized User, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;

(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;

(g) except as expressly set forth in Section 2(a) and Section 2(c), copy the Software or Documentation, in whole or in part;

(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(i) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage, including:

(i) power generation systems;

(ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;

(iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and

(iv) military or aerospace applications, weapons systems, or environments;

(j) use the Software or Documentation in violation of any law, regulation, or rule; or

(k) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.

5. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

6. Compliance Measures.

(a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

(b) If Licensor reasonably determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then Licensee shall, within fifteen (15) days following the date of such determination by Licensee, pay to Licensor the retroactive License Fees for such excess use and obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the License Fees payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). Licensor's remedies set forth in this 6(b) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

7. Maintenance and Support.

(a) Subject to Section 7(c), the license granted hereunder may entitle Licensee to software maintenance and support services described on Schedule B, if any. Such support services shall be provided on the terms and conditions set forth in Schedule B.

(b) Maintenance and support services, if included, will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, "Updates") as Licensor makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that Licensor may provide some or all Updates via download from a website designated by Licensor and that Licensee's receipt thereof will require an internet connection, which connection is Licensee's sole responsibility. Licensor has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a separate or new product, and Licensor may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

(c) Licensor reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Licensee's registration of the copy of Software for which support is requested. Licensor has no obligation to provide maintenance and support services, including Updates:

(i) for any but the most current or immediately preceding version or release of the Software;

(ii) for any copy of Software for which all previously issued Updates have not been installed;

(iii) if Licensee is in breach under this Agreement; or

(iv) for any Software that has been modified other than by Licensor, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation.

8. Collection and Use of Information.

(a) Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through:

(i) the provision of maintenance and support services; and

(ii) security measures included in the Software as described in Section 6.

(b) Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software by Licensee or on Licensee's equipment, including but not limited to:

(i) improving the performance of the Software or developing Updates; and

(ii) verifying Licensee's compliance with the terms of this Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in and to the Software.

(c) Feedback. Licensee has no obligation to provide Licensor with ideas, suggestions, or proposals ("Feedback"). However, if Licensee or Authorized Users submit Feedback to Licensor, then Licensee grants Licensor a nonexclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise.

9. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor's Intellectual Property Rights in the Software and reasonably cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.

10. Term and Termination.

(a) This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form or until earlier/until terminated as set forth herein (the "Term"). With regards to Subscription Licenses, Licensee agrees that Licensor may automatically renew the License for the same or equivalent Term, unless Licensee opts out of such auto-renewal in accordance with Section 10(b). Licensee agrees that the Licensee's payment method on file, if available, will get charged automatically on the date when the renewal is due (the "Renewal Date"). If no payment method is on file, Licensee will be billed with a renewal invoice. Licensor reserves the right to increase the License Fees from time to time provided that it shall provide Licensee with not less than thirty (30) days’ notice of any increase prior to the relevant License Renewal Date.

(b) If Licensee wishes to opt out of auto-renewal then Licensee must either: (i) turn off automatic renewal by accessing its online account page on Licensor's website; or (ii) contact Licensor's customer services at email address support@zappysys.com by providing details of the relevant Licenses that need to be opted out not less than seventy-two (72) hours prior to the relevant License Renewal Date. Provided that Licensee notifies Licensor in accordance with the provisions of this Section 10(b) then the License will not auto-renew and shall expire at the end of the then-current Subscription Term. Licensee acknowledges all payments for License Renewals are not refundable, once the renewal order has been approved and/or processed.

(d) Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after Licensor provides written notice thereof.

(e) Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

(f) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation. No expiration or termination shall affect Licensee's obligation to pay all Licensee Fees and Support Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.

11. Information Exchange During License Activation Process. Depending upon the specific Software License acquired by Licensee, pursuant to the Order Form, the license rights granted herein may be conditional upon Licensee supplying correct and accurate information required to activate the Software in the manner described during the installation process. If required by Licensor, Licensee will need to activate the Software through the use of the internet or by means other than through the use of the internet, such as by email. The activation may require a one-time exchange of information between the Licensee's computer or server system, and the Licensor's licensing server to conduct an authentication process and confirm that Licensee has a licensed copy of the Software. The information that Licensee needs to provide includes, but not limited to, the License Key (if available), the licensee's name, one or more system hash values derived from the server's hardware configuration, an email address, and the computer name (if needed). Licensor will use the information received only for activation and authentication of the Software including issuing back a License File to be installed on the server, tracking the License installation as needed in the future. By using the License activation feature, Licensee consents to the transmission of such information to ZappySys for this authentication process. Licensor's privacy policy is available for review at Licensor's website: https://zappysys.com/privacy-policy/.

12. Confidential Information.

(a) Any information, whether or not protected by a patent or copyright, which has been identified in writing as being proprietary or confidential, or that a reasonable person should understand is confidential, and which is provided by one party to the other party pursuant to this Agreement (hereinafter "Information") shall be treated by the receiving party as being the proprietary information of the other and shall not be disclosed to any Third Party without the prior written consent of the other. Each party shall take all reasonable precautions to protect the other's Information to the same extent it protects its own similar information, and shall limit access to the Information of the other to its authorized employees or agents.

(b) Limitation on Use. With respect to all such Information to be kept confidential pursuant to this paragraph, each party agrees:

(i) not to provide or make available any of the other party's proprietary information in any form to any person other than those employees of either party who have a need-to-know consistent with the party's authorized use of the Information;

(ii) not to reproduce such Information except for use reasonably necessary to the performance of this Agreement; and

(iii) not to publish or disclose any of the Information to third persons without the other party's prior written approval.

(c) Exceptions. Nothing in this Agreement shall be construed to limit the receiving party's use or dissemination of information that

(i) was in the public domain at the time of receipt or disclosure;

(ii) is not identified in writing as being proprietary;

(iii) was originally considered proprietary under this paragraph but which subsequently becomes part of the public knowledge or literature through no fault of the party in possession;

(iv) is independently developed by the receiving party's employees or agents; or

(v) consists solely of generalized data processing ideas, concepts, know-how, or techniques.

(d) Customer shall not provide any Information via support tickets, live chat features, or any other feedback medium. Any information or feedback submitted via a support ticket, live chat, or other medium shall not be deemed Information.

13. Limited Warranties, Exclusive Remedy, and Disclaimer/Warranty Disclaimer.

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

14. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) IN NO EVENT WILL EITHER PARTY, OR ANY OF LICENSOR'S RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT IN THE PAST TWELVE (12) MONTHS PRECEDING THE CLAIM.

(c) THE LIMITATIONS SET FORTH IN SECTION 14(a) AND SECTION 14(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

15. Export Regulation. The Software and Documentation may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the US.

16. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

17. Publicity. Licensor can include Licensee's name and/or logo in a public list of current customers who use the Software, provided that (i) Licensee's name and/or logo is not highlighted and does not stand out in comparison to the names and/or logos of other customers; and (ii) Licensor does not make any representation or attribute any endorsements to Licensee without prior written consent; provided however, Licensee may notify Licensor within ten days of activating the License Key by emailing optout@zappysys.com stating its desire to opt out.

18. Miscellaneous.

(a) This Agreement is governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted in the federal courts of the United States or the courts of the State of Georgia in each case located in the city of Atlanta and County of Fulton, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(b) Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor's reasonable control.

(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 18(c)).

(d) This Agreement, together with the Order Form, all schedules and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 18(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(g) You may find out how much personal information we have about you at any time by requesting that information from ZappySyS. You may change any of your personal information at any time or request to be removed from our mailing list by sending an email to support@zappysys.com.

(h) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(i) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(j) For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form and all Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

(k) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Schedule A

THIRD PARTY SOFTWARE

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Npgsql Library for Postgresql

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Permission to use, copy, modify, and distribute this software and its documentation for any purpose, without fee, and without a written agreement is hereby granted, provided that the above copyright notice and this paragraph and the following two paragraphs appear in all copies.

IN NO EVENT SHALL THE NPGSQL DEVELOPMENT TEAM BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE USE OF THIS SOFTWARE AND ITS DOCUMENTATION, EVEN IF THE NPGSQL DEVELOPMENT TEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE NPGSQL DEVELOPMENT TEAM SPECIFICALLY DISCLAIMS ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE PROVIDED HEREUNDER IS ON AN "AS IS" BASIS, AND THE NPGSQL DEVELOPMENT TEAM HAS NO OBLIGATIONS TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS.

====================================

Json.net Library for .net

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Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

====================================

MongoDB Library for .net

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The following libraries released under Apache License, Version 2.0

* MongoDB.Bson Library

* MongoDB.Driver Library

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at:

http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

====================================

Mono.Security Library

====================================

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BELIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

====================================

Azure Storage SDK for .net

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The following binaries are released under Apache License v2

* Azure Storage SDK for .Net (https://raw.githubusercontent.com/WindowsAzure/azure-sdk-for-net/master/LICENSE.txt)

====================================

AWS SDK for .net

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The following binaries are released under Apache License v2

* AWS SDK for .Net (http://aws.amazon.com/apache-2-0/)

====================================

Wix Toolset

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The following program(s) are using Microsoft Reciprocal License (Ms-RL) Wix toolset ( http://wix.codeplex.com/license )

====================================

ISharpCode.TextEditor

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Following binaries are released under GNU LGPL License ( http://opensource.org/licenses/lgpl-2.1.php )

* ICSharpCode.TextEditor

====================================

clipr

====================================

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

====================================

SmartThreadPool Library by Ami Bar

====================================

http://opensource.org/licenses/ms-pl.html

This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.

1. Definitions

The terms "reproduce," "reproduction," "derivative works," and "distribution" have the same meaning here as under U.S. copyright law.

A "contribution" is the original software, or any additions or changes to the software. A "contributor" is any person that distributes its contribution under this license.

"Licensed patents" are a contributor's patent claims that read directly on its contribution.

2. Grant of Rights

(A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in Section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.

(B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in Section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.

3. Conditions and Limitations

(A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks.

(B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.

(C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.

(D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.

(E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

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HTML Agility Pack

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Microsoft Public License (Ms-PL) http://htmlagilitypack.codeplex.com/license

====================================

Polly

====================================

New BSD License

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

* Neither the name of App vNext nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.