Appendix A: EULA

MSI SOFTWARE END USER LICENSE AGREEMENT

BEFORE USING THE MSI SOFTWARE LLC BSP SOFTWARE PROGRAM ("PROGRAM"), YOU MUST READ THIS END USER LICENSE AGREEMENT ("AGREEMENT" OR "EULA") CAREFULLY. INSTALLING OR USING THE PROGRAM, INSTALLING REGISTRATION CODES, OPENING PROGRAM PACKAGING OR CLICKING "ACCEPT" IF YOU ARE READING THIS LICENSE ON A COMPUTER SCREEN, MEANS THAT "YOU" ARE AUTHORIZED TO ACCEPT THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTAND ITS TERMS AND THAT YOU AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, YOU MAY NOT OPEN, INSTALL OR USE THE PROGRAM, AND MUST IMMEDIATELY RETURN THE PROGRAM UNUSED TO THE PLACE WHERE IT WAS ACQUIRED FOR A FULL REFUND. FOR PURPOSES OF THIS AGREEMENT, THE TERM "YOU" INCLUDES YOURSELF AND ANY INDIVIDUAL, ORGANIZATION, OR INSTITUTION LICENSING THE PROGRAM OR ON WHOSE EQUIPMENT THE SOFTWARE MAY BE INSTALLED OR USED.

1. PROGRAM LICENSE GRANT

   In consideration for the license fee paid, MSI Software LLC ("MSI SOFTWARE") grants You a nonexclusive, restricted right to use the Program solely for your internal business purposes, in accordance with the terms of this Agreement. You may use the Program only for the number of Users, resources or systems for which you are authorized. The term Program includes the object code form of the computer software program, and all user manuals, printed materials, and registration files for such Program ("Documentation") and all updates, upgrades, and related materials. Programs are customer installable, and fees do not include installation.
   
   1.1         Copies; Prohibited Uses. You may make one copy of the Program for backup purposes only. You may not use or provide access to the Program or use the Program for any purpose other than for your internal business purposes. You may not use the Program to provide services to any third party without MSI Software's express written consent. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Program without MSI Software prior written consent. You may not remove any disclaimer, copyright, trademark, proprietary rights, opr other notice included on or embedded in the Program or the Documentation.

   
   1.2         Ownership. Except for any third-party technology, including any open-source technology, MSI Software owns or licenses, and retains all title, copyright, trademark, trade secret, patent, and other proprietary rights in and to the Program. This license is NOT a sale of the Program or any copy of it. You obtain only the rights specified in this EULA. MSI Software reserves all rights not specifically granted.

   
   1.3         Third Party Technology; Open Source. Third Party Technology may be necessary for use with the Program and is specified in the Program Documentation, where specific files may be included as part of the Program download you receive, but is licensed under the MIT License, Apache License, Common Public License, COOL or similar royalty-free/open-source license ("Open-Source Licenses").

   
   This EULA does not modify any rights or obligations you may have in any Third Party Technology or open source technology under any applicable Open Source Licenses: however, to the extent that Third Party Technology is incorporated into an MSI Software Program, your rights and remedies under this EULA with respect to such Third Party Technology or Open Source Licenses shall apply, but only for your use of the MSI Software Program that is in compliance with the terms of the EULA and with the terms of any relevant Open Source Licenses. Any use of Third -Party Technology outside of your licensed use of applicable MSI Software Programs are subject to the rights and obligations under such Third P-arty Technology or Open-Source Licenses. Third Party Technology or open-source technology separate from MSI Software LLC Programs are provided as a courtesy to you and are licensed solely under the relevant Third Party or Open-Source Licenses. Any distribution by you of code licensed by a Third-Party or under any Open-Source License, whether alone or with the MSI Software LLC Program, must be under the applicable Third Party or Open-Source License.
   
   1.4         Term of License. This EULA is effective until terminated. MSI Software may terminate the EULA on written notice if you breach any provision of this EULA. On termination, you must destroy or return to MSI Software all copies of the Program, including all Documentation and associated materials.

2. MAINTENANCE & SUPPORT

   2.1         General. Maintenance and support shall become effective as of: (i) the date of the Purchase Order; or (ii) when MSI Software begins to furnish services with respect to the Program, whichever occurs first ("Effective Date"), and shall continue as long as your Agreement remains in effect.

   
   2.2         Fees. Annual fees for maintenance and support shall be paid prior to the anniversary of the Effective Date each year. You shall also pay any EULA fees for any additional Users added during the prior 12-month period that have not already been paid.

   
   2.3         Termination of Maintenance and Support. MSI Software Maintenance and Support will terminate:

   (i) automatically without any requirement of notice if your EULA terminates for any reason;
   (ii) upon thirty (30) days written notice by either party to the other party for material breach of any provision of this EULA, unless cured within such thirty (30) day period; and
   (iii) immediately upon written notice by either party to the other party if proceedings in bankruptcy, reorganization, receivership, or dissolution are instituted by such other party, or against such other party, which are dismissed or terminated within sixty (60) days following the date initiated, or if such other party makes an assignment for the benefit of creditors. In the event of any breach by you, MSI Software LLC may, at its option and in addition to any other rights or remedy under applicable law, suspend performance until such breach or default is cured, adjust any unpaid and future charges, or terminate this EULA. All your accrued obligations to pay any amount due hereunder shall survive expiration or termination hereof.
   
   2.4         Reinstatement. After termination, you may reinstate Maintenance and Support under this EULA only with MSI Software approval, and by paying:

   (i) the then-current list price necessary to bring your Program up to the then-current version;
   (ii) all Maintenance and Support fees for the period of lapse; and
   (iii) MSI Software then-standard Maintenance and Support fee for the ensuing twelve (12) months.

   
   2.5         Maintenance. Upon payment in full of all applicable Maintenance and Support fees, MSI Software LLC will make Updates and Upgrades available to you when Updates and Upgrades are generally available to other maintenance customers ("Maintenance"). Updates and Upgrades will, upon installation, automatically become subject to the terms and conditions of the EULA or other applicable agreement pertaining to the software being updated. "Update" means a bug fix, patch, or other minor revision to or modification of software. "Upgrade" means a major revision of software, as determined by MSI Software LLC in its sole discretion. Updates and Upgrades do not include New Products. "New Product" means a release of software with features or functionality not previously included in the Program or which has been significantly enhanced, as determined by MSI Software LLC in its sole discretion. A New Product typically is identified by a new product or module name.

   2.6         Support. Upon payment in full of all applicable Maintenance and Support fees, MSI Software LLC will respond as described below ("Support") to Error reports that you submit to us during Business Hours by email at support@MSISoftware.com or by website support ticket at www.bspsoftware.com. The specific contact mechanisms may change as MSI Software LLC may designate from time to time. "Error" means:

   (i) a material failure of your supported MSI Software LLC to function in accordance with its documentation; or
   (ii) any other alleged material defect in or malfunctioning of your supported

   
   MSI Software LLC. "Business Hours" and "Business Day" mean 9:00 a.m. Central Time to 5:00 p.m. Central Time on weekdays, exclusive of MSI Software LLC company holidays.
   
   2.6.1      Contact with MSI Software LLC support must be channeled through your named contact representative(s). When reporting an Error, the named contact must describe the Error in reasonable detail, indicate the severity of the Error using the terminology set forth in the chart below, and specify any and all error messages observed. MSI Software LLC will use commercially reasonable efforts to respond to your Error reports within the times indicated.

   
   Priority 1: Critical: No useful work can be done. Targeted resolution of five (5) business days.
   Priority 2: High: Severe impact: errors which result in a lack of application functionality or cause intermittent system failure. Targeted resolution of ten (10) business days.
   Priority 3: Medium: Degraded operations - errors causing malfunction of non-critical functions. Targeted resolution for next minor release.
   Priority 4: Low: Minimal impact - attributes or options do not operate as stated in documentation. Targeted resolution set for future release, on business justifiable basis.
   Priority 5: Enhancement Request: Targeted resolution set for future release, on business justifiable basis.
   
   2.6.2      MSI Software LLC acknowledgements of Error reports will contain either a resolution of the Error or a support plan describing the steps being taken by MSI Software LLC and any steps to be taken by You to correct the Error. If MSI Software LLC requests further information about an Error, you must promptly provide the requested information. Information requested by MSI Software LLC may include, by way of example and not limitation, manuals related to your hardware, network, or third-party software: examples of software output: or configuration information, including .ini files and database files. MSI Software LLC will use commercially reasonable efforts to correct, within a commercially reasonable period of time, any substantiated Error in the unaltered software reported by You as specified above. MSI Software LLC will determine the form of any Error correction, which may include, by way of example and not limitation, an individual patch, a work around, or maintenance release provided in the normal course of MSI Software LLC maintenance release schedule.

   
   2.6.3      MSI Software LLC provides support for the most current major release of Software. Additionally, MSI Software LLC provides support for the previous major release of Software for a period of six (6) months following the release of a new major release version. Customers are expected to install all Updates and Upgrades.

   
   2.6.4      MSI Software LLC will have no obligation to attempt to correct reported Errors that: (i) cannot be reproduced or verified; (ii) in MSI Software LLC reasonable judgment, should not exist under the circumstances in which the Software is being used, taking into account its design specifications; or (iii) result from: (a) misuse of Software by You or others:

   (b) modifications to Software rendering it non-standard, regardless of who performed the modifications;
   (c) failure or interruption of electrical power;
   (d) obsolescence of Software due to changes in your network, hardware, or third party software; or
   (e) an accident or other cause external to the Software, including, but not limited to, problems or malfunctions related to your network, hardware, or third party software.
   
   2.6.5      MSI Software LLC does not guarantee that all Errors will be corrected. MSI Software LLC will have no obligation to implement your requests for changes or enhancements.

   
   2.6.6      If MSI Software LLC responds to a reported Error and the Error is determined to be outside the scope of MSI Software LLC support obligations, MSI Software LLC may charge for its time and reasonable expenses responding to the reported Error pending your approval for the billable effort. MSI Software LLC time will be billed at its standard daily consulting rate in effect for such services at the time the services are rendered. MSI Software LLC Support services do not include professional services.

3. LIMITED WARRANTY

   MSI Software LLC does not warrant that the functions contained in the Program will meet your requirements or that Program operation will be uninterrupted or error free.

   MSI Software LLC warrants that Maintenance and Support will be provided in a workmanlike manner but does not warrant any particular result.
   
   EXCEPT AS EXPRESSLY PROVIDED ABOVE, ALL PROGRAMS ARE PROVIDED "AS IS." MSI Software LLC DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY WILL NOT BE ENLARGED OR AFFECTED BY ANY MSI SOFTWARE LLC TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE PROGRAM.
   
   

4. LIMITATION OF LIABILITY

   MSI SOFTWARE LLC ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ASSOCIATED WITH THE PROGRAM OR ANY PRODUCT, MAINTENANCE, SUPPORT, OR SERVICE ASSOCIATED WITH THE PROGRAM OR SOFTWARE OR THIS AGREEMENT (THE "PRODUCT") SHALL BE AT MSI SOFTWARE LLC SOLE OPTION, RETURN OF THE PURCHASE PRICE, OR REPLACEMENT OF THE PRODUCT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS OR ANY OTHER AGREEMENT, MSI SOFTWARE LLC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, STRICT, OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES RELATED TO INACCURACY OF ANY DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR LOSS OF PROFITS, DATA, OR USE) ARISING OUT OF OR IN CONNECTION WITH ANY USE OR INABILITY TO USE THE PROGRAM, PRODUCT, OR ANY MSI SOFTWARE LLC SUPPORT OR OTHER SERVICES, WHICH MAY BE PROVIDED, OR ANY CAUSE RELATED THERETO, EVEN IF MSI Software LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   MSI Software LLC expressly disclaims liability for any damages caused by You, including, but not limited to, any failure to follow or observe MSI Software LLC instructions or Documentation, any failure to back up your data, or any failure or malfunction of any tools, equipment, facilities, or devices not furnished or approved by MSI Software LLC.
   
   

5. U.S. GOVERNMENT CONTRACTS

   If you are an U.S. Government end user, you acquire the Program, which consists of ·commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.211, and your rights shall be consistent with those rights set forth in 48 C.F.R.
   

   12.212, which generally limits the Government's rights to the licenses customarily provided by the licensor to the public. Programs shall be provided to You or any Government end user subject to the restrictions defined in the Restricted Rights as defined in FAR 52.227-14 Rights in Data - General (December 2007). Use, duplication, or disclosure by the Government shall not exceed the restrictions set forth in the Commercial Computer-Software License clause (FAR 52.227-19 (December 2007)). If this clause and license do not entirely meet your and the Government's needs without exception or are inconsistent with any aspect of applicable procurement law or regulation, You and the Government each agree to return the Software or technical data, unused, to MSI Software LLC.
   
   

6. CONFIDENTIAL INFORMATION

   Confidential Information means any and all nonpublic information disclosed by one Party (the Discloser) to the other Party (the Recipient) before, on, or after the date of the Agreement in connection with the Agreement, Products or Services that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.  Confidential Information includes, without limitation, all tangible, intangible, visual, electronic, present, or future information concerning the Discloser's business such as, without limitation:

   (a) Trade secrets.

   (b) Technical information, including without limitation, research, developments, procedures, inventions, ideas, processes, software programs and subroutines, computer source and object code, algorithms, data, designs, techniques, know-how, formulae, programs, other works of authorship.
   (c) Financial information, including, without limitation, pricing.

   (d) Business information, including, without limitation, operations, planning, marketing interests, promotional and marketing activities and products.
   (e) Information with respect to MSI, vendors, and customers individuals including, but not limited to, personally identifiable information, email addresses and any other contact information; and

   (f) The terms of any agreement between Customer and MSI and the discussions, negotiations and proposals related to that agreement.  
   

   Confidential Information Exceptions.  The Recipient does not have an obligation to protect Confidential Information that is:
   

   (a) In the public domain through no fault of the Recipient.
   (b) Within the legitimate possession of the Recipient, with no confidentiality obligations to a third party.
   (c) Lawfully received from a third p-arty having rights in the information without restriction, and without notice of any restriction against its further disclosure.
   (d) Independently developed by the Recipient without reference to any Confidential Information or breaching this Agreement or by Parties who have not had, either directly or indirectly, access to or knowledge of the Confidential Information; or
   (e) Disclosed with the prior written consent of the Discloser.
   
   Disclosure Of Confidential Information.  Confidential Information may be disclosed in writing, or other fixed media or disclosed in any other manner, including, without limitation, oral, visual, or electronic means.  Each Party agrees to limit disclosure of any Confidential and Proprietary Information, received from the other Party to its employees, agents, contractors, Affiliates, and advisors on a need to -know basis.  The Receiving Party and its personnel may use Confidential Information of the Disclosing Party only for the direct benefit of the Disclosing Party and only while performing services under this Agreement.  Except as stated in the previous sentence, Receiving Party and its personnel agree not to disclose to any third-party, nor use for their own benefit or for the benefit of any other person or entity, such Confidential Information.  The Parties agree to ensure that such employees, agents, contractors, Affiliates, and advisors acknowledge in advance that they are bound by the obligations as set forth in this Agreement with respect to any Confidential Information they may receive, and to use their best efforts to ensure that such persons comply with those obligations.  Recipient is fully liable for any acts of its Representatives in violation of this Agreement.

   
   Use of and Duty of Care to Protect Confidential Information.  The Recipient will use Confidential Information only to further the relationship between the Parties and will not reproduce Confidential Information except to accomplish this purpose.  Confidential Information may not be disclosed to any third party without the prior written consent of the Discloser (other than to such parties Representatives and as may be required by applicable law and regulation).  The Recipient will take all reasonable measures to avoid unauthorized disclosure, dissemination or use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.  

7. MISCELLANEOUS PROVISIONS

   7.1         Communication. Certain MSI Software LLC applications have a built-in mechanism for periodically communicating with MSI Software LLC servers. This communication is designed to obtain the latest news information and license information pertaining to the Product, which may be displayed in the Product User Interface. In order for this communication to take place, the hardware on which MSI Software LLC products are installed must have connectivity to the internet. In instances where the hardware does not maintain an internet connection, this communication will not take place. Note that certain hardware information is passed to MSI Software LLC BSP Servers during this communication and is limited to the information that is passed during Product activation.

   7.2         Export. You will deal with all Programs and technical data in conformity with all U.S. export licensing laws and shall not trans-ship, divert, re-export, or otherwise dispose of any U.S.-origin goods or technology except as U.S. laws and regulations expressly permit.

   
   7.3         Entire Agreement; Amendment and Waiver. This Agreement (including any purchase order and any supplemental terms agreed in writing) constitutes the complete and exclusive agreement between You and MSI Software LLC and supersedes any proposal, prior agreement, or other communication with MSI Software LLC relating to the subject of this Agreement. This Agreement may be modified, changed, or amended only in a writing signed by both parties. Only an authorized officer of MSI Software LLC shall have any actual or apparent authority to sign or modify the terms hereof. No delay or failure to exercise any right provided herein shall affect either party's right to enforce that right or any other right hereunder at any other time, and no waiver or consent granted in any instance shall be deemed a waiver or consent in any other instance.

   
   7.4         Severability. If any provision in the EULA is declared invalid by any lawful tribunal, it shall be adjusted to conform to legal requirements of that tribunal and that modification shall automatically become a part of the Agreement. Or, if no such adjustment can be made, the provision shall be deleted, and this Agreement's remaining provisions shall remain in full force and effect.

   
   7.5         Independent Contractors. MSI Software LLC and You are independent contractors, and neither party shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other party for any purpose. Neither party shall be responsible for the acts or omissions of the other, nor shall either party have any authority to make any representation or incur any obligation on behalf of the other party unless expressly authorized herein.

   
   7.6         Assignment. Neither this Agreement nor rights under it may be assigned, nor shall any obligation be delegated, by You without MSI Software prior written consent. Any other attempted assignment or delegation by You shall be void. In the event of an assignment permitted hereunder, the provisions hereof shall be binding upon and inure to the benefit of the assignee. MSI Software LLC may, without Your consent, assign the agreement and its rights and obligations to a purchaser of all or substantially all MSI Software LLC assets.

   
   7.7         Force Majeure. Except for payment obligations, neither party will be liable for any failure or delay in performance due of any obligation, in whole or in part, due to any cause beyond that party's reasonable control.

   
   7.8         Governing Law; Survival. This Agreement, and all actions relating to this Agreement, the parties' relationship, or goods or services provided, purchased, or licensed hereunder, shall be governed and construed in accord with the laws of the State of New Jersey, USA, without reference to its conflict-of-laws provisions or the UN Convention for the International Sale of Goods; and any such action shall be brought and tried in New Jersey. Both parties hereby submit to the exclusive jurisdiction of the federal and state courts located in Phoenix, New Jersey, over any claim or dispute arising out of this Agreement and waive any right each may have under applicable law or otherwise to a right to a trial by jury. The remedies set forth in this Agreement are not exclusive unless expressly so provided and, unless exclusive, are in addition to all other remedies available under applicable law. The parties' rights and obligations under any provision which by its express terms or very nature continues in effect beyond the effective term hereof, shall survive any expiration or termination of this Agreement until fulfilled.

   
   7.9         Notices. Any notice or communication required or permitted hereunder shall be in writing and be deemed received as of the date shown to be delivered to the You at the address set forth in the applicable purchase order, invoice, online order form, or other document pertaining to a license of MSI Software LLC BSP Software, or to MSI Software LLC at the following address: 1140 Parsippany Boulevard, Parsippany, New Jersey, USA, or such other address as either party may from time to time notify to the other pursuant to this Section.

   
   YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS, AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON OR CONTINUING TO INSTALL THE PROGRAM, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS.