Parabuild 3.1.11

EULA - End User License Agreement

VIEWTIER SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT

USE OF SOFTWARE ORDERED FROM VIEWTIER SYSTEMS, INC. ("VIEWTIER") IS PROVIDED ONLY UNDER LICENSE FROM VIEWTIER. PLEASE READ THE FOLLOWING LICENSE CAREFULLY AND INDICATE YOUR ACCEPTANCE BY CLICKING THE ACCEPTANCE BOX. CERTAIN CAPITALIZED TERMS ARE DEFINED IN SECTION 11.

1. LICENSE TERMS

a. Evaluation Use. The terms of this Section 1(a) are applicable to you if you have registered as an Evaluation customer. Subject to the terms of this Agreement, VIEWTIER grants to you a non-exclusive, non-transferable, license to use the evaluation version of the Software solely for Evaluation Use. Third party software products or modules supplied by VIEWTIER, if any, may be used solely with the Software. This license begins upon downloading and ends thirty days thereafter (the "Evaluation Period" be liable for promptly remedying discrepancies revealed during the audit, including reimbursement to VIEWTIER for the costs of the Audit and any underpayments.

2. LICENSE FEES.

a. Payment and Taxes. In consideration of the applicable license(s) granted pursuant to Sections 1(b) or 1(c), you agree to pay VIEWTIER the total non-refundable and non-cancelable license fee(s) within thirty (30) days of VIEWTIERs invoice. You will pay all sales, use, VAT and other consumption taxes, personal property taxes and other taxes (other than those based on VIEWTIERs net income) unless you furnish VIEWTIER with written proof of exemption. VIEWTIER may assess interest charges of one percent (1%) per month for late payments.

b. Foreign Taxes. If you download and/or use the Software outside the United States, you agree that the amounts to be remitted to VIEWTIER are to be the actual amounts due without withholding taxes or other assessments by authorities anywhere in the foreign location, which withholding taxes or assessments you agree to pay. You will promptly furnish VIEWTIER with certificates evidencing payment of such amounts.

3. SUPPORT SERVICES

You must purchase annual Support Services from VIEWTIER in order to qualify for the Support Services described in detail at http://www.viewtier.com/support.html.

a. Support Services. Support Services generally means that VIEWTIER will provide: (i) Maintenance Updates and Upgrades ("Maintenance Releases") if, as and when VIEWTIER makes any such Maintenance Releases generally available and helpdesk assistance with respect to the Software, including (a) clarification of functions and features; (b) clarification of documentation; (c) guidance in the operation of the Software; and (d) Software error analysis. VIEWTIER will use reasonable efforts to provide error corrections or work-arounds for the most severe errors as soon as possible and based upon VIEWTIERs classification of the severity of the error. Support Services will be provided only with respect to versions of the Software that, in accordance with VIEWTIER policy, are then being supported by VIEWTIER.

b. Your Responsibilities. You agree to provide VIEWTIER with reasonable access to your personnel and equipment, if necessary, during normal business hours in order to provide Support Services. You agree to document and promptly report all errors or malfunctions of the Software to VIEWTIER. You agree to pay the Support Services fees when due, and if you do not do so within thirty (30) days after any such amount becomes due, VIEWTIER may suspend performance of its Support Services obligations.

4. LIMITED WARRANTY

a. Limited Warranty. With respect to the Software licensed for Development Use or Production Use, VIEWTIER warrants that the Software will conform in all material respects to the Documentation for a period of ninety (90) days from the date of delivery of the Software. VIEWTIER does not warrant that operation of the Software will be uninterrupted or "bug" VIEWTIER to object to such terms, provisions or conditions.

i. Acceptance. The earlier of your (i) clicking on the ACCEPTANCE button, (ii) downloading of the Software, (iii) use of the Software or (iv) receipt by VIEWTIER of a valid, binding purchase order, Agreement or other ordering document for the Software, constitutes an acceptance of the terms of this Agreement. If you do not agree to be bound by these provisions, you are required to destroy all copies of the Software from your equipment immediately.

11. DEFINITIONS.

a. "Development Use" means use of the Software by a Development Use customer to design, develop and/or test new applications for Production Use.

b. "Documentation" means VIEWTIERs current user manuals, operating instructions and installation guides generally provided with the Software to its licensees.

c. "Error" means a failure of the Software to conform to the specifications as set forth in the Documentation, resulting in the inability to use the Software or a material restriction in use of the Software.

d. "Evaluation Use" means use of the Software solely for evaluation and trial for new applications intended for your Production Use.

e. "Maintenance Release" means a subsequent version of the Software that includes Updates and/or Upgrades.

f. "Production Use" means using the Software in your application for internal business purposes only which may include third party customers access to or use of such applications. Production Use does not include the right to reproduce the Software for sublicensing, resale, or distribution, including without limitation, operation on a time sharing or service bureau basis or distributing the Software as part of an ASP, VAR, OEM, distributor or reseller arrangement.

g. "Server" means a single computer processor capable of executing the Software.

h. "Site" means the specific, physical location of a Server, as set forth on your registration form.

i. "Software" means the object code versions, extracts and/or derivative works of the software electronically downloaded from VIEWTIERs website upon acceptance of this Agreement, and the related Documentation, including Maintenance Releases provided pursuant to the standard Support Services Terms and Conditions.

j. "Support Services" means technical support for Software under VIEWTIERs then current policies.

k. "Support Services Term" means the first year after the Effective Date of the applicable Software License Agreement and the related Order, plus any respective renewal terms.

l. "Territory" means the geographical territory into which you download the Software or indicate acceptance of this Agreement.

m. "Update" means either a Software modification or addition that, when made or added to the Software, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error on customer.

n. "Upgrade" means a revision of the Software released by VIEWTIER to its end user customers generally, during the Support Services Term, to add new and different functions or to increase the capacity of the Software. Upgrade does not include the release of a new product or added features for which there may be a separate charge. If a question arises as to whether a new product offering is an Upgrade or a new product or feature, VIEWTIERs opinion will prevail, provided that VIEWTIER treats the product offering as a new product or feature for its end user customers generally.

Last updated 12/16/2004