END USER LICENSE AGREEMENT

IMPORTANT. READ CAREFULLY BEFORE INSTALLING SOFTWARE: This End User License Agreement ("EULA") is a legal and binding agreement between You (either an individual or a single entity) and Centennial Software Limited, its subsidiaries, affiliates, agents and OEM licensees ( collectively, "Centennial") for the Software You are about to download (or otherwise install, access or use) and the associated proprietary media, printed materials, any associated documentation (including any electronic documentation) provided to You by Centennial (collectively "Software"), however said Software is named or branded. Any software updates, add-on components, web services, enhancements or supplements that Centennial, its licensees or agents may provide to You or make available to You, by key permission access or otherwise, after the date You obtain Your initial copy of the Software, shall be deemed to be "Software" within the scope of this EULA, from and after the date permission is granted to You, to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, You manifest Your consent to and agreement to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install, access or use the Software, but immediately return the unused Software to the place of Your original purchase.

SOFTWARE LICENSE

The Software is protected by intellectual property laws and treaties. Any references hereunder to "sales" or "acquisition" or like terms notwithstanding, the Software is licensed, not sold, and rights granted hereunder are limited to the Software in object code only. No source code rights are granted hereby. You may not assign or otherwise transfer this EULA to any other party, without specific written permission from Centennial.

  1. GRANT OF LICENSE.

    Under copyright law you are not permitted to install or run the Software product (‘the Software’) or use the electronic material (‘the Documentation‘) supplied to you without the permission of the Owner. In consideration of your accepting the terms of this agreement the Owner grants you a non-exclusive right ('the License') to install and run the Software and use the Documentation as permitted by this Agreement. All references to the Software mean the object code only of the program(s) comprising the Software. You have no rights to distribute, copy, reverse-engineer, modify or adapt the Software unless such rights are clearly and specifically granted herein.

    1. General License to Install and Use Software Product.

      1. You may use the Software and the Documentation in connection with a single computer or such other number of computers as may be specifically licensed and for which license fees have been paid, as reflected on license records generated in connection with your acquisition of the Software ("License Record");

      2. You may load the Software and use it only on a single computer which is under your control or such other number of computers as may be specifically licensed and also under your control;

      3. You may use the Software for Your personal use or in Your business or profession. The license granted hereunder may not be shared and permitting unauthorized access to, copying or use of the Software and the Documentation is beyond the scope of the license and is therefore a breach of this Agreement;

      4. The Centennial Discovery database on which the discovered data and/or Software is stored must be located and remain on a server situated in the geographic region for which the specific Centennial Software is purchased and licensed to You. For the avoidance of doubt the relevant geographic regions comprise, the European Union, the Americas including continental North and South America, Asia pacific including Australia, Sub Saharan African region and all other countries not within the aforesaid fall within what is known as the International Region.

    2. Additional License Permitting Use of Software Under a Subscription or Service Agreement.

      If You licensed the Software under a subscription ("Subscription Product"), the following additional licensing terms apply and supersede any inconsistent provision under section 1.1: During the term of Your subscription only, You may install the Software on a single computer which is under your control or such other number of computers as may be specifically licensed and also under your control. The initial subscription period begins on the date You first activate Your copy of the Subscription Product and ends at the end of the subscription period, as set forth under the License Record. You cannot use the Subscription Product on any computer after Your subscription expires unless You renew or extend Your subscription. By renewing or extending Your subscription, You will be entitled to continue using the Subscription Product for a specified period of time beyond the date when Your previous subscription would have otherwise ended. All the terms and conditions of this EULA will continue to apply to Your use of the Subscription Product during any subsequent renewal periods unless otherwise specified. Separation of Component Parts. The Software Product is licensed as a single product and its component parts may not be separated, except as may be provided in the Documentation, unless expressly authorized by Centennial in writing.

    3. Updates, Enhancements and Supplemental Software.

      No Software maintenance or support is included in the calculation of license fees paid in consideration for this EULA. Any rights You may be granted for Software maintenance or support, including updates, patches, enhancements, modifications or other support services related to the Software ("Support Services") are beyond the scope of this EULA and will be the subject of and governed by a separate maintenance or support agreement (if any) between You and Centennial or licensed Centennial ‘resellers, distributors or OEM providers’ (Resellers), and may be subject to the payment of additional fees. Support Services provided by Centennial or its Resellers are governed by the policies and programs adopted from time to time by Centennial or by those Resellers offering such services, as described in the Documentation, or in other materials furnished by Centennial or its Resellers.

    4. Reservation of Rights.

      All rights not expressly granted are reserved by Centennial.

  2. ADDITIONAL RIGHTS, TERMS AND LIMITATIONS
    1. License Fees.

      All license fees (and, if applicable, subscription or service fees) You have paid are non-refundable, except in connection with a return of the Software as provided in the initial paragraph of this EULA or under section 6.1.

    2. Intellectual Property Rights.

      All title and intellectual property rights in and to the Software and all elements and components, the accompanying printed materials, and any copies of the Software are owned by Centennial or its suppliers/licensors. If this Software contains documentation that is provided only in electronic form, you may print ten copies of such electronic documentation. You may not copy the printed materials accompanying the Software. Centennial retains all rights in and to any copy, translation, modification, enhancement, improvement, development, adaptation or derivative works of the Software, including all unauthorized work.

    3. Copy Protection.

      The Software may incorporate copy protection technology to prevent the unauthorized copying of the Software or may require original media for use of the Software on the Device. It is unlawful and prohibited to make unauthorized copies of the Software or to circumvent any copy protection technology included in the Software.

    4. Rental, leasing or commercial hosting.

      You may not rent, lease, lend or provide commercial hosting services to third parties with the Software, without Centennial’s express written authorization.

    5. Compliance.

      You agree to supervise and control use of the Software to ensure compliance with all terms and limitations under this EULA (including but not limited to compliance with the laws and regulations of all applicable jurisdictions in which You use the Software) and to maintain accurate records of the number and location of all users and copies of the Software and the number of storage devices used in connection with the Software (Compliance Data"). In this connection, You also agree to the following:

      1. You agree to provide to Centennial summaries of updated Compliance Data, in a form reasonably required by Centennial, within thirty (30) days of any written request, and to furnish therewith written certification that Your use of the Software at the time of the request complies with this EULA. As an alternative to such written reports or certification, and at Centennial’s sole option, You agree to enable and to allow Centennial to collect, via a Web interface, ONLY the record of the number of installed clients; and

      2. You agree to allow Centennial or its agents full access, on 14 days’ notice and during normal business hours, to all of Your Devices, and to the site or sites on which Devices are located, to monitor Your compliance with this section 2.5 and the other terms of this EULA; and

      3. You agree to make all relevant employees, agents, advisers, consultants, group-companies, affiliates, sub-contractors and other parties who have use of or access to the Software aware of the provisions of this Agreement prior to such use or access, and shall ensure compliance by such users with this EULA.

      4. You acknowledge that in the event that you have been granted a licence pursuant to this agreement for a Subscription Product we may without notice enable the Subscription Product so that it shall cease to operate at the end of the licence term in any event.

    6. Confidentiality.

      You agree that you will not provide, disclose or otherwise make available publicly any information relating to the software or any information concerning the software for the purpose of any publicly reported analysis without Centennial’s express prior written authorization.

    7. Special Provisions for EU Residents. If you are resident in the EU, nothing in this EULA shall affect Your rights under Council Directive 91/250/EEC on the Legal Protection of Computer Programs and the Copyright and Rights in Databases Regulations 1997.

  3. TERM AND TERMINATION

    1. This EULA shall terminate automatically on the date (if any) specified on the License Record, unless extended by the prior mutual consent of the parties in writing. If no date is specified on the License Record, this EULA shall be perpetual subject to termination in accordance with subsections 3.2 below. You may terminate this EULA at any time by destroying the Software and the Documentation together with all copies in any form. However, no license fee paid or owing for the Software shall be refunded or abated by virtue of such unilateral termination.

    2. Furthermore, Your License to use the Software will terminate automatically if You fail to comply with any term of this EULA. Unless applicable license fees are paid in full, this EULA and all licenses granted hereunder Your license will also terminate without further action or notice by Centennial if You become bankrupt, become the subject of any liquidation action in any jurisdiction or become the subject of any action under which a receiver or administrator is appointed by a court, regulatory agency or other authority. Upon expiration or termination of the EULA for any reason You will immediately destroy the Software together with all copies in any form, including copies on Your hard and back-up disks. Any use of any copies of the Software after expiration or termination of the License is unlawful.

    3. Termination of this EULA shall be without prejudice to the accrued rights and liabilities of either party.

  4. INDEMNITY.

    You agree to defend, indemnify and hold harmless Centennial, its subsidiaries, affiliates, distributors, licensors, suppliers, officers, directors, employees and agents from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Your use of the Software as well as from Your failure to comply with any term of this EULA. You agree that Centennial shall have no liability whatsoever for any use You make of the Software.

  5. US GOVERNMENT RESTRICTED RIGHTS.

    This Software is commercial computer software and the related documentation is commercial computer software documentation. Thus, if You are an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or related manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies to the extent said regulations apply to solicitations within the scope of said regulations. The use of the Software and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. Centennial Software, LLC, a US subsidiary of Centennial Software, Limited, is located at 10 Exchange Place, 11th Floor, Salt Lake City, Utah 84111, USA.

  6. LIMITED WARRANTY
    1. LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US, EU AND CANADA:

      Centennial warrants that the Software, when used properly, will perform substantially as described in the accompanying materials and documentation for a period of thirty (30) days from the date of receipt and that the media on which the Software is recorded will be free from defects in material and workmanship under normal use for the same period.

      If an implied warranty or condition is created by your state/jurisdiction and federal/national or state/provincial law prohibits disclaimers of it, you may also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to You.

      Any supplements or updates to the SOFTWARE PRODUCT, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the initial thirty (30) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

    2. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES.

      Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Centennial, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES. The terms of Section 8 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.

    3. YOUR EXCLUSIVE REMEDY.

      The entire liability of Centennial and its suppliers and your exclusive remedy relative to any Software, that does not meet this Limited Warranty and that is returned to the original place of purchase with a copy of your proof of purchase, shall be, at Centennial's sole option exercised subject to applicable law, either (a) return of the price paid (if any) for the Software, or (b) repair or replacement of the Software. You will receive the remedy elected by Centennial without charge, except that you are responsible for any expenses you may incur (e.g. cost of returning the Software to Centennial). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or twenty (20) days, whichever is longer. To exercise your remedy, contact Centennial Software in writing at one of the following addresses:

      Centennial Software, LLC
      10 Exchange Place, 11th Floor, P.O. Box 45000
      Salt Lake City, Utah 84145-5000, USA
      Or Centennial Software, Limited
      Wind River House, 10 Viscount Way, South Marston Business Park,
      Swindon, Wiltshire, SN3 4TN, UK

    4. LIMITED WARRANTY FOR SOFTWARE PRODUCTS ACQUIRED OUTSIDE THE EU, US AND CANADA.

      FOR THE LIMITED WARRANTIES AND SPECIAL PROVISIONS PERTAINING TO YOUR PARTICULAR JURISDICTION, PLEASE REFER TO THE WARRANTY PROVIDED TO YOU WITH THE SOFTWARE DOCUMENTATION. IF NO SPECIAL AND SEPARATE WARRANTY IS APPLICABLE, THE WARRANTIES OF CENTENNIAL AND ITS SUPPLIERS SHALL BE LIMITED AS PROVIDED HEREIN TO THE FULLEST EXTENT ALLOWED UNDER THE LAWS OF THE APPLICABLE JURISDICTION. CENTENNIAL HEREBY EXCLUDES ALL IMPLIED WARRANTIES TO THE FULLEST EXTENT ALLOWED BY LAW IN EACH JURISDICTION IN WHICH THE SOFTWARE IS USED UNDER THIS EULA.

  7. GENERAL DISCLAIMER OF WARRANTIES.

    THE LIMITED WARRANTY THAT APPEARS IN SECTION 6 ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTENNIAL AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

  8. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CENTENNIAL OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, 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 PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF CENTENNIAL OR ANY SUPPLIER, AND EVEN IF CENTENNIAL OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  9. LIMITATION OF LIABILITY AND REMEDIES

    NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CENTENNIAL AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY CENTENNIAL WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $25.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 6, 7, AND 8, ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

  10. APPLICABLE LAW.

    If you acquired this Software in the United States, Canada, or any country of South America, and unless expressly prohibited by local law, this EULA shall be governed and construed under Utah (USA) law (without regard to its conflicts of laws provisions) as such law applies to agreements between Utah residents entered into and to be performed within Utah. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Salt Lake County, Utah.

    If you acquired this Software in any other country, and unless expressly prohibited by local law, this EULA shall be governed by the laws of England.

    You consent and submit to the jurisdiction of the applicable courts, as provided above, and agree to service of process in accordance with the applicable court rules.

    The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.

  11. GENERAL PROVISIONS.

    This Agreement and the terms of any License Record provided to you (if any) combine to represent the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This EULA may be amended only by a writing executed by both parties. If any provision of this EULA is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable. The failure of Centennial to act with respect to a breach of this EULA by You or others does not constitute a waiver and shall not limit Centennial’s rights with respect to such breach or any subsequent breaches. This EULA is personal to You and may not be assigned or transferred for any reason whatsoever without Centennial’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Centennial expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

    EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

    Questions concerning this Agreement should be sent to the either of the addresses set forth below. Any notices or correspondences will only be effective if sent to such address.
    Centennial Software LLC,
    10 Exchange Place, 11th Floor, P.O. Box 45000, Salt Lake City, Utah 84145-5000, USA. or,
    Centennial Software Limited
    Wind River House, 10 Viscount Way, South Marston Business Park, Swindon, Wiltshire, SN3 4TN, UK