SteadyPoint End User License Agreement

These are the terms on which SteadyPoint Inc. (referred to as SteadyPoint, we, our and us in the Agreement) licenses you (referred to as you and your in the Agreement) to use the Software. By installing or otherwise using the Software, you are agreeing to the following terms. If you do not agree with the following terms, do not install the Software.

1. Definitions

1.1 IP means: (a) patents, trademarks, services marks, design rights (whether registered or unregistered and including any applications for these rights); (b) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist; (c) trade or business names; (d) know-how, confidential information and trade secrets, and (e) any other similar rights or obligations whether registrable or not in any country.

1.2 License Fee: means the relevant license fee for the Software.

1.3 Material: means material in any form, including documents, reports, products, equipment, information, data, source code, software, software tools, and methodologies.

1.4 Software: means our software product and includes the Software Documentation and all other associated Material provided by us in relation to that software.

1.5 Software Documentation: means any documentation provided by us which is incorporated in or associated with software.

1.6 Software License: means a non-exclusive, non-transferable license to use the Software in accordance with this Agreement.

1.7 Support: means the support, assurance, new releases and related services for the Software described in the Support Documentation and includes the Support Documentation and all other associated Material provided by us in relation to that support.

1.8 Support Documentation: means any documentation provided by us which is incorporated in or associated with support.

2. Grant of License

2.1 In consideration of payment of the License Fee, we grant you the Software License. This license continues until terminated in accordance with this Agreement.

2.2 You are entitled to install the Software, for the sole purpose of using the Software. That copy must contain all of our proprietary notices. If you upgrade the Software, you may no longer use the previous version of the Software that you upgraded from.

2.3 In the event that we make available to you a software upgrade or update, add-in component, web service and/or supplement (whether in conjunction with providing Support or otherwise), the terms of this Agreement will apply.

3. Warranties

3.1 The Software has not been written to meet your individual requirements and is supplied on an “as is” basis. A failure of any part or the whole of the Software to be suitable for your requirements will not give rise to any right or claim against us.

3.2 Our sole warranties in connection with the Software are that: (a) it will work substantially in the manner described in the Software Documentation for a period of 30 days from the first day the Software is first installed; and (b) it does not infringe the IP of any person.

3.3 Your sole remedy for any breach of the warranties in clause 3.2 is that we must, at our option, either: (a) modify the Software; or (b) replace the Software with software of substantially similar functionality, so as to correct any defect or to render its use non infringing (as the case may be) PROVIDED THAT the identified defect or infringement has not been caused by: (i) any modification, variation or addition to the Software not performed by us; (ii) incorrect use, abuse or corruption of the Software; or (iii) the use of the Software with other software or on equipment with which it is incompatible. You must provide enough information about any defect to enable us to reproduce it on our systems.

3.4 You acknowledge that the Software in general is not free of errors or defects and agree that the existence of any errors or defects will not constitute a breach of this Agreement.

4. Confidentiality

4.1 You acknowledge that the ideas and expressions contained in the Software and any modifications or particulars of them that may be provided to you by us are confidential (except to the extent that they have entered the public domain other than through a breach of this Agreement by you). You undertake not to disclose this confidential information to any person other than your agents and employees and then only to enable the Software to be used in accordance with and for the purposes of this Agreement. You must ensure that these persons maintain this confidentiality.

4.2 You must not remove, delete or obscure any copyright notices or confidentiality notices on or in the Software.

5. Support

We will provide you with Support in accordance with the Support Documentation or a separate agreement between us and you.

7. Termination

7.1 We may terminate this Agreement immediately by notice if you breach this Agreement and fail to remedy the breach within 14 days of becoming aware of the breach.

7.2 On termination of this Agreement, you must immediately cease to use the Software and, if possible, return the Software (and all copies) to us. Where the Software cannot be returned, you must permanently delete or destroy the Software and provide a declaration to us that you have complied with this clause

7.2. This requirement is without prejudice to any other rights and remedies that we may have in respect of the breach.

7.3 Clauses 4, 6, 8 and 9 survive the expiry or termination of this Agreement. Clause 4.1 expires 3 years after the date of termination or expiry of this Agreement.

10. General

10.1 This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior communications in connection with that subject matter. The parties acknowledge that, except as expressly stated in this Agreement, they have not relied on any representation, warranty or undertaking of any kind made by or on behalf of the other party in relation to this Agreement.

10.2 This Agreement may only be amended in writing signed by both parties.

10.3 Each party warrants that it has the authority, power and capability to enter into and to perform its obligations under this Agreement and that its obligations under this Agreement are binding and enforceable.

10.4 Neither party will be liable for any failure to perform its obligations under this Agreement (other than an obligation to pay money) if the party is prevented from doing so by any cause beyond its reasonable control.

10.5 Each term of this Agreement must be interpreted in such manner as to be effective and valid under applicable law. If any term of this Agreement is held to be prohibited by or invalid under applicable law, that term is ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.