™ END-USER LICENSE AGREEMENT FOR SYNTHOS-LT

IMPORTANT: READ CAREFULLY: This Zeidman Technologies End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Zeidman Technologies for the Zeidman Technologies 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 Zeidman Technologies. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end-user license agreement is licensed to you under the terms of that license 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; you may, however, return it to your place of purchase for a full refund.

SOFTWARE PRODUCT LICENSE

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. GRANT OF LICENSE.

This EULA grants you the following rights:

  • Zeidman Technologies hereby grants and agrees to grant to user an unlimited, non-exclusive, transferable, royalty-free, paid-up, worldwide license, subject to the other rights and limitations in paragraph 2. The foregoing license does not include the right to sublicense.
  • You may install and use one copy of the SOFTWARE PRODUCT on a single computer, including a workstation, terminal, or other digital electronic device ("COMPUTER").

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

  • Noncommercial Use. This SOFTWARE PRODUCT is for noncommercial use only. Noncommercial means not primarily intended for or directed towards commercial advantage or monetary compensation. A license for SOFTWARE PRODUCT must be purchased if it is for commercial use.

  • Not For Resale Software. If the SOFTWARE PRODUCT is labeled "Not For Resale" or "NFR," then, notwithstanding other sections of this EULA, your use of the SOFTWARE PRODUCT is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.

  • Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

  • Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer.

  • Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Zeidman Technologies.

  • Support Services. Zeidman Technologies may provide you with support services related to the SOFTWARE PRODUCT ("Support Services") pursuant to the terms of the applicable Software Maintenance Agreement between you and Zeidman Technologies. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.

  • Software Transfer. The initial user of the SOFTWARE PRODUCT may make a one-time permanent transfer of this EULA and SOFTWARE PRODUCT and only directly to an end user. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree in writing to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.

  • Termination. Without prejudice to any other rights, Zeidman Technologies may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

3. UPGRADES.

If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by Zeidman Technologies as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements 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.

4. COPYRIGHT.

All title and intellectual property rights 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 Zeidman Technologies or its suppliers. All title and intellectual property rights in and to the content which 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. All rights not expressly granted are reserved by Zeidman Technologies.

5. DUAL-MEDIA SOFTWARE.

You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single computer. You may not use or install the other medium on another computer. You may not loan, rent,

lease, lend, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the SOFTWARE PRODUCT.

6. BACKUP COPY.

After installation of one copy of the SOFTWARE PRODUCT pursuant to this EULA, you may keep the original media on which the SOFTWARE PRODUCT was provided by Zeidman Technologies solely for backup or archival purposes. If the original media is required to use the SOFTWARE PRODUCT on the COMPUTER, you may make one copy 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 or the printed materials accompanying the SOFTWARE PRODUCT.

7. U.S. GOVERNMENT RESTRICTED RIGHTS.

The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph

(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Zeidman Technologies, Inc.

8. EXPORT RESTRICTIONS.

You agree that you will not export or re-export the SOFTWARE PRODUCT to any country, person, entity, or end user subject to U.S. export restrictions. You specifically agree not to export or re-export the SOFTWARE PRODUCT: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (ii) to any end-user who you know or have reason to know will utilize the SOFTWARE PRODUCT or portion thereof in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

9. LIMITED WARRANTY.

Zeidman Technologies warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of sixty (60) days from the date of receipt, and (b) any Support Services provided by Zeidman Technologies shall be substantially as described in applicable written materials provided to you by Zeidman Technologies, and Zeidman Technologies support engineers will make commercially reasonable efforts to solve any problem. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to sixty (60) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

10. CUSTOMER REMEDIES.

ZEIDMAN TECHNOLOGIES'S AND ITS SUPPLIERS' ENTIRE LIABILITY AND YOUR EXCLUSIVE

REMEDY SHALL BE, AT ZEIDMAN TECHNOLOGIES'S OPTION, EITHER (A) RETURN OF THE

PRICE PAID, IF ANY, OR (B) REPAIR OR REPLACEMENT OF THE SOFTWARE PRODUCT THAT

DOES NOT MEET ZEIDMAN TECHNOLOGIES'S LIMITED WARRANTY AND THAT IS RETURNED

TO ZEIDMAN TECHNOLOGIES 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 ZEIDMAN TECHNOLOGIES ARE

AVAILABLE WITHOUT PROOF OF PURCHASE FROM AN AUTHORIZED INTERNATIONAL

SOURCE.

11. INDEMNIFICATION.

Subject in all cases to the provisions of paragraph 13 (Limitation of Liability), Zeidman Technologies shall, for itself and its assigns, indemnify and hold you, and your officers, directors, employees, and agents, harmless from and against any claims of any kind whatsoever, including reasonable attorney fees and related expenses, which in any manner are caused by, arise from, or are incident to the SOFTWARE PRODUCT under this Agreement, including, but not limited to, claims based on patent, copyright, trademark, trade secret, or other intellectual property rights; contractual claims; labor and employment law claims; governmental obligations, such as, but not limited to, obligations under the laws pertaining to social security, unemployment insurance, worker's compensation, income tax and other reports, deductions, and withholdings required by state and federal law; and injury or death to persons and damage to property, except only claims caused solely by your negligence or willful misconduct.

12. NO OTHER WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZEIDMAN TECHNOLOGIES AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS 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 GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

13. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZEIDMAN TECHNOLOGIES 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 FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ZEIDMAN TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ZEIDMAN TECHNOLOGIES'S AGGREGATE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO EITHER THE TOTAL AMOUNT OF ALL FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $5.00; WHICHEVER IS GREATER, PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A ZEIDMAN TECHNOLOGIES SUPPORT SERVICES AGREEMENT, ZEIDMAN TECHNOLOGIES'S AGGREGATE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.

14. LAW.

The laws of the State of California govern this Agreement, without regard to the choice of law principles thereof. Any action to enforce this Agreement shall be brought exclusively in the courts sitting in the county of Santa Clara, the State of California or the United States District Court for the Northern District of California. Each party hereby consents to personal jurisdiction in any such action brought in any such court, consents to service of process by mail made upon such party and

waives any objection to venue in any such court or any claim that any such court is an inconvenient forum. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

15. ENTIRE AGREEMENT.

This Agreement is the complete and exclusive statement of the terms and conditions between the parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.

Should you have any questions concerning this EULA, please contact Zeidman Technologies at support@zeidman.biz.