End User License Agreement (EULA) for Secodify

1. LICENSE GRANT Provided that you comply with all terms and conditions of this End User License Agreement (“EULA”), LICENSOR grants to the purchaser (“you” or “your”) a personal, non-exclusive, non-transferable license to install and use one copy of LICENSOR Software (“Software”) for your internal use. You may make a single backup copy of the Software, provided it remains in your possession and control.

2. RESTRICTIONS ON USE You may not: (i) directly or indirectly re-package or incorporate any portion of the Software into any other product; remove any proprietary notices, trademarks or labels on or embedded in the Software or Documentation; (ii) permit other persons or entities to use the Software; (iii) directly or indirectly modify, translate, reverse engineer, de-compile, disassemble, or create derivative works based on the Software or Documentation or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law; or (iv) lend, lease, or otherwise transfer the license rights to the Software or Documentation without prior, written permission of LICENSOR.

3. OWNERSHIP The Software is protected by copyright and other intellectual property laws and treaties. All right, title and interest in and to the Software and Documentation, including any copies, shall at all times remain exclusively vested in LICENSOR, including without limitation all copyright and patent rights. Third-party suppliers are intended beneficiaries under this Agreement and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to you are reserved solely to LICENSOR or its suppliers.

4. MAINTENANCE; UPGRADES This license does not grant you any right to any enhancement, update or maintenance services (except for the warranty service expressly provided in paragraph 9. New versions of the Software or maintenance updates, if available, may be ordered separately or may be available through the Help Desk. LICENSOR reserves the right to require additional licenses and fees for any such versions or maintenance.

5. U. S. GOVERNMENT LICENSE RIGHTS All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

6. EXPORT RESTRICTIONS You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

7. WARRANTY LICENSOR’S SOFTWARE WILL MATERIALLY CONFORM TO ITS DESIGN SPECIFICATIONS FOR A PERIOD OF NINETY (90) DAYS FROM YOUR PURCHASE OF THE SOFTWARE. LICENSOR WARRANTS THAT ANY PHYSICAL MEDIA CONTAINING THE SOFTWARE WILL BE SHIPPED FREE OF VIRUSES.

8. DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE SOFTWARE “AS IS” AND WITH ALL FAULTS, AND DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

9. LIMITATION OF LIABILITY NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF LICENSOR UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. NOTWITHSTANDING THIS LIMITATION, LICENSOR MAY, AT ITS SOLE OPTION, AND IF NOTIFIED OF A VALID WARRANTY CLAIM DURING THE WARRANTY PERIOD, LICENSOR WILL CORRECT THE WARRANTY DEFECT FOR LICENSOR’S SOFTWARE, OR REPLACE SUCH SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY. This EULA is governed by the laws of the State of Michigan. This EULA represents the entire agreement between you and LICENSOR relating to the Software and supersedes all prior communications with respect to the Software. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.