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License Agreement

NETWRIX PTY LTD ("NETWRIX") IS WILLING TO LICENSE THIS SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, THEN NETWRIX IS UNWILLING TO LICENSE THE SOFTWARE TO YOU.

NETWRIX SOFTWARE LICENSE AGREEMENT AND WARRANTY STATEMENT

(End-User Trial Use License With Option For Extended Use/Redistribution Prohibited)

  1. The Software.

    The Software licensed under this Agreement consists of computer programs, data compilation(s), and documentation referred to as PPE Web V7.x (the "Software").

  2. Trial Use.

    You are authorized to use the Software for evaluation purposes during a trial use term of thirty (30) days, unless prior to the expiration of the trial use term this license is terminated by You for convenience or terminated by either party for material breach. You have the option to register for full use of the Software at any time by paying the required license fee. Registration will authorize You to use an unlocking key which will convert the Software to full use, subject to the terms and conditions of this agreement. Your use of the Software under this trial use license for any purpose after the expiration of the initial trial use term is not authorized without the prior written consent of Netwrix. Upon expiration of the limited trial use term, the Software may automatically disable itself. Immediately upon expiration of the limited trial use term, You shall either register for full use of the Software, or destroy all copies of the Software and documentation.

  3. Perpetual Term.

    If You purchase a perpetual license, then the term of the license granted herein shall be perpetual unless terminated by You for convenience or terminated by either party for material breach.

    Immediately upon termination of this license for any reason, You shall destroy all copies of the Software and documentation.

  4. Subscription Term(s).

    If You purchase a subscription license, then the term of this license is on a subscription basis with an initial term of one (1) year, and optional renewal terms of one (1) year each, unless prior to renewal this license is terminated by You for convenience or terminated by either party for material breach. Renewal procedures are available from Netwrix, and unless such procedures are strictly satisfied, including the payment of any required license fee, Your use of the Software for any purpose after the expiration of the subscription term is not authorized. Upon expiration of the subscription term, the Software may automatically disable itself. Immediately upon expiration or termination of this license for any reason, You shall destroy all copies of the Software and documentation.

  5. License Grant.

    You are granted non-exclusive rights to install and use the Software on any computer and/or transmit the Software over a computer network, provided that You acquire and dedicate a licensed copy of the Software for each user who may access the Software. A license for the Software may not be shared or used concurrently by different users. You may purchase additional licenses for the Software from time to time. This Agreement shall take precedence over any purchase order for additional licenses, and any conflicting, inconsistent, or additional terms in such purchase orders shall be null and void. You may copy the Software for archival purposes, provided that all copies must contain the original Software's proprietary notices in unaltered form.

  6. Restrictions.

    You may not: (i) permit others to use the Software, except as expressly provided above for authorized network use; (ii) modify or translate the Software, except the HTML, CSS, and image files; (iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (iv) create derivative works based on the Software; (v) merge the Software with another product; (vi) copy the Software, except as expressly provided above; or (vii) modify, remove or obscure any copyright, trademark or other proprietary rights notices or labels on the Software.

  7. Transfers.

    You may not transfer the Software or any rights under this Agreement without the prior written consent of Netwrix, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.

  8. Ownership.

    Netwrix and its suppliers own the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology. The Software is protected by Australian copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.

LIMITED WARRANTY STATEMENT; LIMITATION OF LIABILITY. Netwrix warrants only to You that the Software shall, in unmodified form, perform substantially in accordance with accompanying documentation under normal use for a period of thirty (30) days from the purchase date. The entire and exclusive liability and remedy for breach of this Limited Warranty shall be, at Netwrix option, either (i) return of the amount received by Netwrix for the Software, or (ii) replacement of defective Software and/or documentation. NETWRIX AND ITS SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. No action for the above Limited Warranty may be commenced after one (1) year following the expiration date of the warranty. To the extent that this Warranty Statement is inconsistent with the jurisdiction where You use the Software, the Warranty Statement shall be deemed to be modified consistent with such local law. Under such local law, certain limitations may not apply, and You may have additional rights which vary from jurisdiction to jurisdiction. For example, some states in the United States and some jurisdictions outside the United States may: (i) preclude the disclaimers and limitations of this Warranty Statement from limiting the rights of a consumer; (ii) otherwise restrict the ability of a manufacturer to make such disclaimers or to impose such limitations; or (iii) grant the consumer additional legal rights, specify the duration of implied warranties which the manufacturer cannot disclaim, or prohibit limitations on how long an implied warranty lasts.

INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL NETWRIX OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF NETWRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IN NO EVENT SHALL NETWRIX'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID, IF ANY, FOR THE SOFTWARE LICENSE.

EXPORT CONTROLS. You agree to comply with all local laws in Your jurisdiction which might impact Your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

MISCELLANEOUS. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of New South Wales, Australia, excluding rules regarding conflicts of law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux presentes ont exige que cette entente et tous autres documents envisages par les presentes soient rediges en anglais.

U.S. GOVERNMENT END USERS: If the Software and documentation is acquired by or for the United States Government then it is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States 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 or clause 18-52.227-86(d) of the NASA supplement to the FAR, as applicable. Manufacturer is NETWRIX PTY LTD, 9 Monteray Terrace, Glenmore Park, NSW 2745 Australia.