DbFace End-User License Agreement

IMPORTANT – READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you and DbFace Corp to regulate your use of the DbFace software and its related components. If you do not agree to all of the terms of this EULA, you should not download, install or use the DbFace software and its related components. If you have already downloaded or installed the DbFace Software, you should remove it from your system and destroy all copies thereof.

1. Definitions in this EULA

“Licensor” means DbFace Corporation. “Licensee” means an individual or a legal entity exercising rights under, and complying with all of the terms and conditions of this EULA or future versions of this EULA. “Software” means the software program known as DbFace Enterprise edition in binary form, including its documentation, any third party software programs that are owned and licensed by parties other than Licensor and that are either integrated with or made part of Software (collectively, “Third Party Software”). “License Certificate” means evidence of a license provided by Licensor to Licensee in electronic or printed form, and defininig the optional rights related to the Software. “License Key” means a unique key-code file, provided by Licensor or its authorized representatives, that enables the Licensee to use the Software.

2. Ownership

The Software is the property of Licensor or its suppliers. The Software is licensed, not sold. Title and copyrights to the Software, in whole and in part, all copies thereof and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor.

3. Third Party libraries

The Software may contain third party libraries which may require notices and/or additional terms and conditions. You have to read and accept a driver EULA in the libraries settings dialog appearing before the first usage.

4. Grant of Rights

According to the License Certificate, Licensor grants Licensee a non-exclusive, non-transferable rights to use the Software, and sub-sequent versions thereof, under certain obligations and limited rights as set forth in this EULA. Licensee may: Use each License Key on more than one computer system, as long as it is always used by the same user. Each new user of the Software requires an additional License Key. Make copies of the Software and the License Key as reasonably necessary for the use authorized by this EULA, including backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product. Notwithstanding the non-transferability, Licensee may transfer a license to another user in the same organization, when, and only when, the designated Licensee (user) moves to non-database tasks or leaves the organization.

5. Evaluation License

A time limited version of the Software, Evaluation License, is provided for a period of fourteen (14) days (“Trial Period”) from the date of issuing a temporary evaluation License Key. The time limited version is subject to all terms set forth in this EULA with the exception that the Evaluation License is not for general commercial use. The Software contains a feature that will automatically disable the Software after the Evaluation Period has expired. Licensee may not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this EULA and immediately terminate this agreement.

6. License Restrictions

Licensee may not: Reverse engineer, decompile, disassemble, modify, translate, attempt to discover the source code of the Software in whole or in part. Distribute, copy, publish, assign, sell, bargain, convey, transfer, pledge, lease or grant any further rights to use the Software. Modify or create derivative work based Software in whole or in part Tamper with, alter, disable or circumvent the Software’s built-in license verification and enforcement capabilities. Remove of alter any trademark, copyright, logo or other proprietary notices in the Software. Disclose the License Key in any way.

7. Disclaimer of Warranty

Unless specified in this EULA, all express or implied conditions, representations and warranties, including any implied warranty of fitness for a particular purpose are disclaimed, except to the extent that these disclaimers are held to be legally invalid.

8. Limitation of Liability

To the extent not prohibited by law, in no event will Licensor (or any third-party-developer) be liable for any lost revenue, profit or data, or for special, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising out of or related to the use of or inability to use Software, even if Licensor has been advised of the possibility of such damages. In no event will Licensor’s liability to Licensee, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by Licensee for Software under this EULA. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to Licensee.

9. Termination

This EULA is effective until terminated. Licensee may terminate this EULA at any time by destroying all copies of Software. This agreement may be terminated by either party if the other party commits a material breach. Either party will have thirty (30) calendar days following the receipt of written notice to remedy any material breaches. Immediately upon termination, any Accessible Code in possession, custody or control of Licensee must be destroyed and written confirmation of such destruction provided to Licensor. Licensee agrees that upon termination of this EULA for any reason, Licensor may take actions so that Software no longer operates.

10. Severability

If any provision of this EULA is held to be unenforceable, this EULA will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this EULA will immediately terminate.

11. Integration

This EULA is the entire agreement between Licensee and Licensor relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this EULA. No modification of this EULA will be binding, unless in writing and signed by an authorized representative of each party.

12. Reservation of rights

All rights not expressly granted in this EULA are reserved by Licensor. Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

13. Licensor Representations

Licensor represents, warrants, and covenants that it and each of its affiliates and their respective agents and subcontractors (i) use and will continue to use commercially reasonable efforts to ensure that there is no slavery, human trafficking, and/or child or forced labor in any part of their respective businesses or supply chain; (ii) have not, and their respective directors, officers, and employees have not, been convicted of any offense involving slavery, human trafficking, and/or child or forced labor; and (iii) are not currently and have not in the past been the subject of any investigation, inquiry, or enforcement proceedings in relation to an alleged offense in connection with slavery, human trafficking, and/or child or forced labor.