MetaProducts® Systems End User License Agreement

END USER LICENSE AGREEMENT

MetaProducts® Systems ("MPS") agrees to provide the user ("USER") with a copy of this software product ("SOFTWARE"), and grants the USER a limited license to use the SOFTWARE. ("LICENSE") This LICENSE defines what the USER may do with the SOFTWARE, and contains limitations on warranties, liabilities and remedies. This LICENSE may be revoked by MPS at any time without notice if the USER fails to comply with the terms of this LICENSE. The copyright and all other rights in the SOFTWARE shall remain with MPS.

LICENSE OF UNREGISTERED SOFTWARE

An unregistered copy of the SOFTWARE ("UNREGISTERED SOFTWARE") may be used by the USER for evaluation purposes for a period of thirty (30) days following the initial installation of the UNREGISTERED SOFTWARE. ("TRIAL PERIOD") At the end of the TRIAL PERIOD, the USER must either register the SOFTWARE or remove it from his system. The UNREGISTERED SOFTWARE may be freely copied and distributed to other users for their evaluation.

LICENSE OF REGISTERED SOFTWARE

A registered copy of the SOFTWARE ("REGISTERED SOFTWARE") allows the USER to use the SOFTWARE only on a single computer or network, and only by a single user at a time. If the USER wishes to use the SOFTWARE for more than one user, the USER will need a separate license for each individual user. The USER is allowed to make one copy of the REGISTERED SOFTWARE for back-up purposes.

DISTRIBUTION OF UNREGISTERED SOFTWARE

The uninstalled, UNREGISTERED SOFTWARE may be freely copied and distributed to other users provided the USER complies with the following requirements. If the USER offers this uninstalled, UNREGISTERED SOFTWARE for download ("SHAREWARE SITE USER"), then the SHAREWARE SITE USER agrees to: (1) immediately replace this version of the uninstalled, UNREGISTERED SOFTWARE with a new version of this SOFTWARE if a new version is released by MetaProducts®, or (2) delete this version of the UNREGISTERED SOFTWARE immediately upon written email notice by MetaProducts®

TERM OF LICENSE

This LICENSE shall continue for as long as the USER uses the REGISTERED SOFTWARE and/or distributes the UNREGISTERED SOFTWARE accordiongaccording to the terms of this agreement. However, this LICENSE will terminate if the USER fails to comply with any of its terms or conditions. The USER agrees, upon termination, to destroy all copies of the REGISTERED and/or UNREGISTERED SOFTWARE. The limitations of warranties and liability set forth in this LICENSE shall continue in force even after termination.

ACCEPTANCE OF THIS LICENSE AGREEMENT

By downloading and/or installing this SOFTWARE, the USER agrees to the terms of this LICENSE.

LIMITATIONS OF USE

The USER agrees not to use the SOFTWARE as part of any illegal activity, or to violate any rights of a third party. This LICENSE grants rights to use this SOFTWARE, but does not grant any legal rights to content owned by any third party, nor does the LICENSE release the USER from any responsibilities regarding the rights of third parties. MPS makes no representations involving the legality of any activities regarding the use of the SOFTWARE in conjunction with copyrighted content. The USER retains full responsibility to determine the extent of the USER's rights, and, if necessary, to contact the owner of copyrighted content prior to use of the SOFTWARE. Use of this SOFTWARE to violate the legal rights of any third party constitutes failure of the USER to comply with the terms of this LICENSE, and therefore terminates the USER's rights to use the SOFTWARE.

DISCLAIMER OF WARRANTY AND LIABILITY

This SOFTWARE is provided "as is" without representations or warranties of any kind, whether expressed or implied. The USER must assume the entire risk of using the SOFTWARE, and MPS shall have no liability to the USER or any other third-party for any damages whatsoever, including, but not limited to, any economic or data loss, even if such loss was foreseeable by MPS.

Any violation of the intellectual property rights of any party as a result of the use of the SOFTWARE is explicitly against the terms of this LICENSE, and MPS disclaims any liability for the use of the SOFTWARE in this way as unauthorized and outside the scope of any warranty or agreement between the USER and MPS.

MPS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. ANY LIABILITY OF MPS WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF ORIGINAL PURCHASE PRICE.

OTHER RESTRICTIONS

The USER may not rent, lease, sublicense, translate, disassemble, reverse engineer, or de-compile the SOFTWARE, or modify or merge the SOFTWARE with any part of the software in another program. This LICENSE may not be assigned or otherwise transferred without the prior written consent of MPS.

INVALID PROVISIONS

If any provision of this LICENSE shall be declared invalid or unenforceable, the remaining provisions of this LICENSE shall remain in full force and effect to the fullest extent permitted by law. In such event, each provision of this LICENSE which is invalid or unenforceable shall be replaced with a provision as similar in terms to such invalid or unenforceable provision as may be possible which is legal and enforceable.

ENTIRE AGREEMENT

This LICENSE is the entire agreement between MPS and the USER, and supersedes any other agreement, oral or written, and may not be changed except by a written signed agreement.

This agreement shall be governed by the laws of the State of Florida.

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