license-paid.txt

FRANZ INC. END USER LICENSE AGREEMENT

STANDARD END USER LICENSE AGREEMENT

BEFORE YOU INSTALL OR ACCESS OR OTHERWISE USE ANY OF THE
SOFTWARE CONTAINED IN THIS PACKAGE OR CLICK ON THE "YES"
BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS
AND CONDITIONS OF THIS DOCUMENT. BY INSTALLING OR OTHERWISE
USING OR ACCESSING ANY OF THE SOFTWARE CONTAINED IN THIS
PACKAGE OR BY CLICKING ON THE "YES" BUTTON, YOU ARE AGREEING
TO AND CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO
THE APPLICABLE LICENSE AGREEMENT AS PROVIDED. IF YOU DO NOT
AGREE TO ALL OF THE TERMS OF SUCH AGREEMENT, CLICK THE "NO"
BUTTON AND THE SOFTWARE WILL NOT BE INSTALLED.

1.  GRANT. Subject to the provisions contained herein and
    full payment of all applicable license fees, Franz
    Inc. ("Franz") hereby grants to the end user ("you") a
    personal, nonexclusive and nontransferable license to
    use the accompanying proprietary computer software
    product ("Software") and any documentation provided for
    the Software ("Documentation"), for the term and in the
    number of copies licensed, as follows. You may: (1) use
    the Software, for its intended use only, on the type and
    capacity of computer for which you have purchased a
    license, provided you install the Software on only one
    computer at a time; and (2) use the Documentation only
    in support of use of the Software authorized in
    paragraph (1) above; and (3) make a copy or copies of
    the Software, as provided in Section 5.

    Franz retains ownership of the Software and
    Documentation, and each copy thereof, which are
    protected by United States copyright law and
    international treaty provisions, as set out below.  This
    license grants you certain rights to use the Software;
    it is not a sale.  No rights are granted to any software
    or documentation which you have not purchased.

2.  RESTRICTED USE.  Your use of the Software and
    Documentation is restricted so that you may not, and you
    may not permit or cause others to:

    (1) Sublicense, transfer, sell, lease, or rent the
        Software or the Documentation;

    (2) Decompile, decipher, disassemble, reverse engineer
	or translate the Software;

    (3) Modify or create a derivative work of the Software
	or the Documentation; or

    (4) Install the software on more computers than have
        been licensed.

    Unauthorized copying of the Software or the
    Documentation, or failure to comply with the above
    restrictions, will result in the automatic termination
    of this license and will make other legal remedies
    available to Franz.

3.  TRANSFERS PROHIBITED. This Agreement is personal to
    you. You are prohibited from selling, loaning, renting,
    leasing, sublicensing, transmitting, distributing or
    redistributing, or otherwise transferring or assigning
    any part of the Software or the Documentation to any
    third party at any time whether by operation of law or
    otherwise and whether with or without consideration.
    Without limiting the foregoing, any transmittal or
    transfer of the Software or the Documentation on the
    Internet or by other electronic means is prohibited. ANY
    REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE OR THE
    DOCUMENTATION NOT IN ACCORDANCE WITH THE EXPRESS TERMS
    OF THIS LICENSE IS PROHIBITED BY LAW AND MAY SUBJECT YOU
    TO CIVIL AND CRIMINAL PENALTIES. ANY ACTUAL OR ATTEMPTED
    SALE, LOAN, RENTAL, LEASE, SUBLICENSE, TRANSMISSION,
    DISTRIBUTION OR REDISTRIBUTION OR OTHER TRANSFER OR
    ASSIGNMENT OF THE SOFTWARE OR THE DOCUMENTATION IN WHOLE
    OR IN PART IN ANY MEDIA OR BY ANY METHOD SHALL
    IMMEDIATELY AND IRREVOCABLY TERMINATE THIS LICENSE
    AGREEMENT FOR ALL PURPOSES.
 
4.  SOFTWARE FORMAT; UPDATES; SUPPORT.

    (1) Franz shall furnish the Software to you
        electronically or on media in machine-readable
        object code format only. This license does not grant
        you any right to the source code of the Software or
        other formats of the Software and Documentation.

    (2) This license does not grant you any right to any
	technical support, enhancement or update to the
	Software and Documentation, For purposes hereof any
	upgrade or enhancement of the Software provided by
	Franz shall be deemed part of the "Software".

    (3) Any released update or enhancement to the Software
	shall be used only in conjunction with the Software
	as originally installed on a single computer and may
	not be separated for use.

5.  COPIES. You may not copy or distribute the Software or
    the Documentation, except as follows:

    (1) If you have acquired a single user license for use
	of the Software, you may make a single copy of the
	Software and the Documentation for backup or
	archival purposes.

    (2) If you have acquired a multi user license for use of
	the Software, you may make the number of copies of
	the Software and the Documentation for internal use
	equal to the number of copies for which you have
	paid the license fee, plus a single copy of the
	Software and the Documentation for backup or
	archival purposes. In the case of a multi user
	license, Franz shall have reasonable rights of audit
	to ensure compliance with these terms and
	conditions.

    (3) No other copies of the Software or the Documentation
	shall be made by you or any other person or entity
	at any time. All permitted copies of the Software or
	the Documentation shall be subject to this Agreement
	and shall contain all notices of copyright,
	trademark or other proprietary rights and all claims
	of trade secret rights as contained in the original
	Software or Documentation provided to you. You may
	not remove or obscure any said copyright or
	trademark or proprietary rights notices of Franz or
	the text of this Agreement at any time for any
	purpose.

6.  TITLE; REMAINDER. All title, ownership rights, and
    intellectual property rights in and to the Software and
    Documentation shall remain the sole property of Franz
    and/or its suppliers and no such rights are being
    transferred or conveyed hereunder. All rights not
    expressly granted herein are expressly reserved and
    retained by Franz.

7.  CONTENT. Title, ownership rights, and intellectual
    property rights in and to the content accessed through
    the Software are the property of the applicable content
    owner and may be protected by applicable copyright or
    other laws. This License gives you no rights to such
    content.

8.  LIMITED WARRANTY AND LIMITATION OF LIABILITY.

    (1) Franz warrants that for a period of thirty (30) days
        from the original date of your receipt of the
        Software, the Software, if operated as directed,
        will substantially achieve the functionality
        described in the Documentation. Franz does not
        warrant, however, that your use of the Software will
        be uninterrupted or that the operation of the
        Software will be error-free or secure. Franz also
        warrants that the media containing the Software, if
        provided by Franz, will be free from defects in
        material and workmanship for a period of thirty (30)
        days from the original date of your receipt of the
        Software. In the event Franz receives written notice
        from you of any defects within the warranty period,
        Franz in its sole discretion shall: (i) replace your
        defective media; (ii) advise you how to achieve
        substantially the same functionality with the
        Software as described in the Documentation through a
        procedure different from that set forth in the
        Documentation; or (iii) provide a refund of the
        price paid for the Software. The sole liability of
        Franz for any defect or breach of warranty shall be
        the remedies set forth herein.

    (2) THESE LIMITED WARRANTIES SHALL BE APPLICABLE ONLY TO
        YOU PERSONALLY AND ARE NOT APPLICABLE TO ANY THIRD
        PERSON AND ARE NOT TRANSFERABLE OR ASSIGNABLE TO ANY
        EXTENT.

    (3) THE FOREGOING ARE LIMITED WARRANTIES AND ARE THE
	ONLY WARRANTIES MADE BY FRANZ. FRANZ HEREBY
	DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER
	EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
	WARRANTY OF NONINFRINGEMENT OR ANY WARRANTY OF
	MERCHANTABILITY OR FITNESS FOR A PARTICULAR
	PURPOSE. THE LIMITED WARRANTIES GIVE YOU SPECIFIC
	LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS
	THAT VARY FROM STATE TO STATE OR BY
	JURISDICTION. APPLICABLE LAWS MAY NOT ALLOW THE
	EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
	EXCLUSION MAY NOT APPLY TO YOU.NO FRANZ EMPLOYEE,
	AGENT, SUPPLIER OR RESELLER IS AUTHORIZED TO MAKE
	ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS
	WARRANTY.

    (4) Notwithstanding any other provision herein, the
	limited warranties shall immediately terminate if
	any modifications are made to the Software by you at
	any time; if the media is subjected to accident,
	abuse, or improper use; if the Software is used on
	or in conjunction with hardware or programs other
	than the unmodified version of hardware and programs
	with which the Software was designed to be used as
	described in the Documentation; or if you violate
	any of the terms of this Agreement.

9.  LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND
    UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR
    OTHERWISE, SHALL FRANZ OR ITS SUPPLIERS OR RESELLERS OR
    ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS THEREOF BE
    LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY
    INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
    OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE
    ANY OF THE SOFTWARE OR DOCUMENTATION (INCLUDING WITHOUT
    LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
    COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS
    PROFITS, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR
    OTHER PECUNIARY LOSS), EVEN IF FRANZ SHALL HAVE BEEN
    INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO
    THE FOREGOING, IN ALL EVENTS NO LIABILITY FOR DAMAGES
    SHALL EXCEED THE AMOUNT OF THE LICENSE FEE PAID TO FRANZ
    FOR THIS LICENSE. BECAUSE SOME JURISDICTIONS DO NOT
    ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
    CONSEQUENTIAL DAMAGES, THESE LIMITATIONS MAY NOT APPLY
    TO YOU.


10. EXPORT CONTROLS. You shall not download, transmit or
    otherwise export or reexport the Software or any
    underlying information or technology except in full
    compliance with all United States and other applicable
    laws and regulations. In particular, but without
    limitation, none of the Software or the Documentation or
    underlying information or technology may be downloaded,
    transmitted or otherwise exported or reexported (i) into
    (or to a national or resident of) Cuba, Iraq, Libya,
    North Korea, Iran, Serbia, Syria or Sudan or any other
    country to which the United States has embargoed goods;
    or (ii) to any person on the United States Treasury
    Department list of Specially Designated Nationals or the
    United States Commerce Department Table of Deny
    Orders. You represent and warrant that you are not
    located in, under the control of, or a national or
    resident of any such country or on any such list.
 
11. TERMINATION. Without prejudice to its other rights
    hereunder, Franz may terminate this Agreement and the
    License if you violate or breach any term or condition
    hereof. In the event of such termination, you must
    immediately destroy all copies of the Software and the
    Documentation and cease all use thereof.
 
12. BINDING EFFECT. Subject to the prohibitions on transfer
    and assignment hereof, this Agreement shall inure to the
    benefit of and be binding upon each of the parties
    hereto and their respective officers, directors,
    employees, shareholders, owners, partners, agents,
    representatives, parents, subsidiaries, affiliates,
    heirs, devisees, successors and assigns.

13. OTHER SOFTWARE. This Agreement shall not be applicable
    to any other software separately distributed or licensed
    by Franz.

14. MISCELLANEOUS. This Agreement represents the sole and
    exclusive agreement between the parties concerning the
    subject matter hereof and supersedes all prior
    agreements, communications, proposals and
    representations. This Agreement may be amended only by a
    writing executed by both parties. THE ACCEPTANCE OF ANY
    PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE
    CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH
    HEREIN, AND FRANZ AGREES TO FURNISH THE SOFTWARE AND
    DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE
    CONTAINED IN YOUR PURCHASE ORDER. Whenever possible,
    each provision of this Agreement shall be interpreted in
    such manner as to be effective and valid under
    applicable law. In the event that any provision of this
    Agreement shall be held by the final judgment of a court
    of competent jurisdiction to be invalid or unlawful or
    unenforceable, then the remaining provisions of this
    Agreement shall remain in full force and effect and
    shall be construed to give the fullest effect to the
    intent of the parties expressed herein. Headings shall
    not be considered in interpreting this Agreement. This
    Agreement shall be governed by and construed under the
    laws of the State of California, U.S.A. for contracts
    entered into and to be performed entirely within the
    State of California, without reference to conflict of
    laws principles. This Agreement shall not be governed by
    the United Nations Convention on Contracts for the
    International Sale of Goods, the application of which is
    hereby expressly excluded.

15. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and
    Documentation are being provided only with RESTRICTED
    RIGHTS. If the acquiring unit or agency is the
    U.S. Department of Defense, use, duplication or
    disclosure is subject to restrictions as set forth in
    DFAR Section 227.7202. If the acquiring unit or agency
    is any other unit or agency of the United States
    Government, use, duplication or disclosure is subject to
    restrictions as set forth in FAR Section 12.212 and FAR
    Section 52.227-19(c)(1) and (2). For these purposes the
    manufacturer is Franz Corporation, 2201 Broadway,
    Suite 715, Oakland, California 94612.

COPYRIGHT NOTICE: (c) 2010 Franz Inc. All rights reserved.

TRADEMARK NOTICE: "Franz" and the names of Franz products or
processes and all Franz logos are trademarks or registered
trademarks or service marks or trade dress of Franz Inc.

If you have any questions concerning this agreement, or
otherwise wish to contact Franz Inc., email to
info@franz.com, or write to:

   CUSTOMER SERVICE
   FRANZ INC.
   2201 Broadway, Suite 715
   Oakland, CA 94612

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