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End-User License Agreement ("EULA")

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End-User License Agreement (“EULA”)

IMPORTANT – READ CAREFULLY: This is a legally binding agreement between You and Finalhit Ltd. (“Finalhit”) for the use of Finalhit software (“Software Product”).

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT OR PAYING THE LICENSE FEE FOR THE SOFTWARE PRODUCT WITHOUT PROMPTLY REQUESTING A REFUND OF SUCH FEE, SUCH ACTS INDICATE YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT DESIRE TO ACCEPT THIS EULA OR AGREE TO THE TERMS OF THIS EULA, PROMPTLY RETURN THE UNUSED SOFTWARE PRODUCT TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND OF THE LICENSE FEE.

UK COPYRIGHT LAW AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES PROTECT THE SOFTWARE PRODUCT. FINALHIT IS AND SHALL REMAIN THE OWNER OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, PERSONAL BASIS, NOT SOLD.

TERMS:

I. “Software Product” means use of a copy of computer software identified herein and any associated media included in Your order. A copy of the printed materials may include “online” or electronic documentation as well as any applicable licensed third party Content.

II. “You” means the person, company, or organization that has licensed the Software Product.

III. “Computer” means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.

IV. “Internal Network” means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.

V. “Permitted Number” means one (1) or the number of licenses You have purchased.

VI. “Trial Version” means a version of the Software Product which may have limited features and is limited in terms of the length of time the Software Product may be used and will cease operating after a predetermined amount of time (“the Trial Period”) due to an internal mechanism within the Trial Version. The Software Product will notify You that the Software Product is in trial mode, which may include, but would not be limited to, watermarking.

VII. “Territory” means worldwide, but excludes any United Kingdom embargoed countries and countries where you are prohibited from using the Software Product.

1. LICENSE GRANT AND RESTRICTIONS

The following section applies to Software Product.

If You obtained the Software Product and any required license key(s) from Finalhit or one of its authorized distributors and as long as You comply with the terms of this EULA, Finalhit grants You a non-exclusive, non-transferable, limited personal license to install and use the Software Product in a manner consistent with its design, documentation, and Your order. You may only use the Software Product according to the License ordered by You and granted by Finalhit. Finalhit offers several license types to meet the needs of its customers. Particular licenses are offered for the Software Product depending on the intended use of the Software Product.

1.1 General Use. You are licensed to install and use one copy of the Software Product on up to the Permitted Number of Your compatible Computers as long as, when required by the Software Product, You present a valid, authorized, and activated Software Product license key for each copy. For a single license, as long as You are the Sole User of the Software Product, You may install and use the Software Product on a single computer.

1.2 Distribution from Server. You may copy an image of the Software Product onto file server(s) within Your Internal Network for the purpose of downloading and installing the Software Product onto Computers within the same Internal Network for use as permitted by Section 1.1.

1.3 Server Use. You may install the Software Product on Computer file server(s) within Your Internal Network only for use of the Software Product initiated by an individual from a Computer within the same Internal Network as permitted by Section 1.1. The total number of users (not the concurrent number of users) able to use the Software Product on such Computer file servers(s) may not exceed the Permitted Number of users.

1.3.1 The foregoing does not permit You to install or access (either directly or through commands, data or instructions) the Software Product: (i) from or to a Computer not part of Your Internal Network, (ii) for enabling web hosted work groups or services available to the public, (iii) by an individual or entity to use, download, copy or otherwise benefit from the functionality of the Software Product unless licensed to do so by Finalhit, (iv) as a component of a system, work flow or service accessible by more than the Permitted Number of users.

1.4 Backup Copy. You may make a reasonable number of backup copies of the Software Product, provided Your backup copies are not installed or used for other than archival purposes.

2. OTHER RIGHTS AND LIMITATIONS

2.1 Limitations on Reverse Engineering, De-compilation, and Disassembly. You may not reverse engineer, decompile, translate, localize or disassemble the Software Product.

2.2 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. You may not unbundle or repackage the Software Product for distribution.

2.3 Rental. You may not rent, license, assign, transfer, time share, host, lend, sub-license, distribute, or lease the Software Product except as otherwise expressly provided in this EULA.

2.4 Software Product Transfers of Rights. You may transfer a license (in-full) in connection with a divestiture, a merger, or consolidation, as long as You provide Finalhit with prior written assigned notice, on a form that Finalhit will provide You, that includes: (i) the original license order number/details; (ii) the quantity of licenses, if applicable, being transferred by product and version; (iii) the name, address and contact information of the transferee; (iv) any other information that Finalhit reasonably requests.

For all other transfers of licenses, Finalhit prior written consent is required. No license transfer will be valid unless the transferee accepts in writing the applicable product use rights, use restrictions, and limitations of liability. Any transfer made in violation of the requirements or restrictions of this section will be void and may result in the license being terminated. You may not transfer licenses on a short-term basis or transfer temporary rights to use products.

The Software Product and any copies of the license keys related to the Software Product and Finalhit trademarks may not be used, posted or displayed in any form or manner on any online auction sites or any other site without the express prior written permission of Finalhit.

2.5 Termination. Finalhit may terminate this EULA if you fail to comply with any of the terms and conditions of this EULA, which includes, but is not limited to, your unauthorized reproduction, copying, distribution, modification, adaptation or the making of a derivative of or display of the Software Product or any of the license keys associated with the same. In such event, upon termination you must delete or destroy all copies of the Software Product and any license keys associated with the same and all of its component parts and you must provide Finalhit in writing your certification as to the same.

2.6 Trial Version.

(i) Subject to the terms and conditions of this EULA, Finalhit grants to You a non-exclusive license to install a copy of the Trial Version on a single computer strictly for Your internal evaluation and review purposes and not for production purposes.

(ii) You shall not (a) in the aggregate install or use more than one copy of the Trial Version, (b) download the Trial Version under more than one username, if applicable, (c) alter the contents of a hard drive or computer system to enable the use of the Trial Version for an aggregate period in excess of the Trial period for which You may evaluate the Trial Version, (d) disclose the results, if any, of the Software Product performance benchmarks obtained using the Trial Version to any third party without Finalhit’s prior written consent, (e) use the Trial Version for a purpose other than the sole purpose of determining whether to purchase a license to the Software Product. Notwithstanding the foregoing, You are strictly prohibited from installing or using a copy of the Trial Version for any commercial training purposes.

(iii) Your licensed rights to install and use a copy of the Trial Version under this section will immediately terminate upon the earlier of (a) the expiration of the Trial Period, or (b) such time that You purchase a license to the Software Product. Finalhit reserves the right to terminate Your license to a copy of the Trial Version at any time in its sole discretion.

To the extent that any provision in this section is in conflict with any other term or conditions in this EULA, this section shall supersede such other terms and conditions with respect to the Trial Version only, but only to the extent necessary to resolve the conflict. YOU ACKNOWLEDGE THAT THE TRIAL VERSION MAY HAVE LIMITED FEATURES, FUNCTION FOR A LIMITED PERIOD OF TIME, HAVE OTHER LIMITATIONS NOT PRESENT IN A NON-TRIAL VERSION OF THE SOFTWARE PRODUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, THE TRIAL VERSION IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND FINALHIT DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND.

2.7. Upgrades. If upgrading from one Software Product to a different Software Product or Software Product Edition, the subsequent use of the originating product is invalidated/prohibited in accordance with this EULA (Effectively exchanging rights of use). You will not be charged for any minor releases of the Software Product. For orders that were purchased as “Lifetime Edition”, you will not be charged for any major or minor releases from the date of your order for the life of the product.

3. Intellectual Property Rights. All rights, title, and interests, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights in and to the Software Product (including but not limited to any images incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product, are owned by and shall remain the sole property of Finalhit.

4. Injunctive Relief. The parties agree that if You utilize or otherwise use any of the Software Product in an unauthorized manner, or breach the terms and conditions of this EULA, that such use or breach would have a devastating and serious impact on Finalhit’s continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss or damage to Finalhit. The parties agree that in such event, in addition to Finalhit’s right to recover damages for a breach of this EULA, Finalhit would be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction to prevent You, Your employees, agents, consultants, or independent contractors from engaging in any further use of the Software Product or the continued breach of the remaining terms and conditions of this EULA.

5. NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINALHIT AND ITS SUPPLIERS, AND LICENSORS DISCLAIM ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

6. NO LIABILITY FOR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINALHIT OR ITS SUPPLIERS, OR LICENSORS, 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, MISUSE, OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF FINALHIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. Survival. The restrictions and obligations as contained in this EULA which You have voluntarily agreed to shall survive any expiration, termination or cancellation of this EULA, and shall continue and remain in effect to bind You, and Your employees, agents, successors, heirs and assigns.

8. Succession. This EULA and the applicable License restrictions set forth the entire Agreement and understanding between the parties as to the subject matter of this Agreement and supersede all prior EULA’s, discussions, representations, and amendments of understandings of every kind and nature between them.

9. Amendments. Except as otherwise provided in this EULA, this Agreement may not be amended, altered, or any of its provisions waived on behalf of either party, except in writing executed by both parties’ duly authorized agent.

10. Assignability. Except as otherwise expressly provided under this EULA, this agreement and the rights and duties under this Agreement may not be assigned by You without the prior written consent of Finalhit.

11. Benefit. This EULA shall be binding upon and inure to the benefit of Finalhit and its successors and assigns.

12. Counterparts. This EULA may be executed and/or accepted in one or more counterparts, each of which shall be enforceable against the party actually executing and/or accepting the counterparts, and all of which together shall constitute one instrument.

13. Severability. If any provision of this EULA becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, the remaining portion(s) of this EULA shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the EULA to Finalhit.

14. Authority to Execute and Accept. You warrant and represent to Finalhit that this EULA shall be binding upon You, and that the individual agreeing to be bound under the terms and conditions of this EULA is
authorized or has been empowered to do so.

15. Third party Acknowledgement and Terms. The Software Product may use or include third party components or Content and other copyrighted or publicly licensed material. Acknowledgments, licensing terms and additional disclaimers for such components, Content, or materials are contained in the respective components documentation, and Your use of such components, Content or material is governed by their respective terms and conditions.

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