End-User License Agreement

APEXCODERS SOFTWARE LICENSE AGREEMENT

1. READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING THIS PRODUCT ON
YOUR NETWORK OR PERSONAL COMPUTER. THIS PRODUCT LICENCE AGREEMENT IS A LEGAL AGREEMENT
BETWEEN YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS
ITS AUTHORIZED REPRESENTATIVE) ON THE ONE HAND, AND APEXCODERS AND ITS SUBSIDIARIES AND
AFFILIATES (COLLECTIVELY REFERRED TO AS 'APEXCODERS') ON THE OTHER HAND FOR THE HARDWARE
AND/OR SOFTWARE PRODUCT WHICH INCLUDES PHYSICAL HARDWARE AND/OR COMPUTER SOFTWARE AND ANY
ASSOCIATED MEDIA, PRINTED MATERIALS, AND/OR 'ONLINE' OR ELECTRONIC DOCUMENTATION (TOGETHER
CALLED THE 'PRODUCT'). PLEASE READ THIS AGREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR
RECORDS. THIS AGREEMENT SUPERSEDES ALL PREVIOUS VERSIONS.
BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS PRODUCT LICENCE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. THE PRODUCT IS
LICENSED, NOT SOLD, TO YOU FOR USE EXCLUSIVELY UNDER THE TERMS OF THIS AGREEMENT. IF YOU
DO NOT AGREE TO THE TERMS OF THIS PRODUCT LICENCE AGREEMENT, DO NOT INSTALL OR USE THE
PRODUCT AND DELETE ALL COPIES IN YOUR POSSESSION.

2. APEXCODERS grants you a non-exclusive, non-transferable licence to use one copy of the
Product in the country in which you acquired the Product for your own personal or
commercial use, but retains all property rights of the Product and all copies thereof. All
other rights are expressly reserved by APEXCODERS. You may: (i) use the Product on any
supported computer configuration provided the Product is used on only one (1) such
computer; and (ii) permanently transfer the Product and its documentation to another user
provided you retain no copies and the recipient agrees to the terms of this Agreement. You
may not transfer, distribute, rent, sub-license, or lease the Product or documentation,
except as stipulated herein; or alter, modify, or adapt the Product or documentation or
any parts thereof.

3. You acknowledge that the Product in source code form remains a confidential trade
secret of APEXCODERS. You agree not to modify or attempt to reverse engineer, decompile,
or disassemble the Product, except when and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation.

4. OWNERSHIP: All right, titles, interests and intellectual property rights in and to the
Product (including, but not limited to, any titles, computer code, concepts, screen
images, text and 'applets' incorporated into the Product), accompanying printed materials
and any copies of the Software are owned by APEXCODERS or its licensors. This Agreement
grants you no rights to use such content other than as part of the Product.

5. This Agreement is effective upon your installation of the Product and shall continue
until revoked by APEXCODERS or until the violation of any term hereof; upon termination
you agree to destroy and/or delete all copies of the Product in your possession.

6. LICENCE RESTRICTIONS: You acknowledge that the foregoing licence extends only to your
use of the features and functionality of the Product as described in the documentation
accompanying the version of the Software downloaded or Product obtained by you (the
"Documentation"), and you agree not to reconfigure or modify the Product in order to
enable features or functionalities different to those described in such Documentation or
available in other APEXCODERS products without notifying APEXCODERS and paying the
applicable Product upgrade fee. You may not: (i) reverse engineer, decompile, or
disassemble the Product; (ii) modify or create derivative works based upon the Product in
whole or in part; (iii) distribute copies of the Product; (iv) remove any proprietary
notices or labels on the Product; or (v) resell, lease, rent, transfer, sublicense, or
otherwise transfer rights to the Product. Any use in violation of the terms in this
Section shall immediately result in termination of your licence to the Product.

7. TITLE: You agree that no title to the intellectual property in the Product,
Subscription Services (as defined) or licence keys are transferred to you. Title,
ownership, rights, and intellectual property rights in and to the Product, Subscription
Services, and licence keys shall remain in APEXCODERS and/or APEXCODERS' licensors. The
Product, Subscription Services and licence keys are protected by the intellectual property
laws of the United States and other countries and by international treaties.

8. GENERAL: The Product is provided to you at minimal charge. APEXCODERS does not
guarantee that use of the Product will be uninterrupted or error-free. You acknowledge
that the performance of the Product may be affected by any number of factors, including,
without limitation, technical failure of the Product, the acts or omissions of third
parties and other causes reasonably beyond the control of APEXCODERS. Certain features of
the Product may not be forward-compatible with future versions of the Product and the use
of such features with future versions of the Product may require the purchase of the
applicable future version of the Product.

9. AS IS SALE: YOU AGREE THAT APEXCODERS AND ITS LICENSORS HAVE MADE NO EXPRESS
WARRANTIES, ORAL OR WRITTEN, TO YOU REGARDING THE PRODUCT AND THAT THE PRODUCT IS BEING
PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT THE ENTIRE RISK
AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT LIES WITH YOU. SHOULD THE PRODUCT PROVE
DEFECTIVE, YOU ALONE (AND NOT APEXCODERS, THE RETAILER, OR ANY DISTRIBUTOR) ASSUME THE
FULL COST OF ALL NECESSARY REPAIRS.

10. DISCLAIMER: APEXCODERS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING, BUT WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT
OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS
WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS
OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU.

11. Limitation on Liability. EXCEPT FOR BODILY INJURY OF A PERSON, IN NO EVENT WHATSOEVER
WILL APEXCODERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM THE
SUBJECT MATTER OF THIS AGREEMENT, THE PRODUCT OR ANY SERVICES UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), OR FOR ANY LOSS OF OR CORRUPTION OF DATA,
OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, IRRESPECTIVE OF WHETHER
APEXCODERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APEXCODERS' MAXIMUM
LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LICENCE FEES RECEIVED BY APEXCODERS UNDER
THIS LICENCE FOR THE PARTICULAR PRODUCT THAT CAUSED THE DAMAGES. Some jurisdictions do not
permit the exclusion or limitation of incidental or consequential damages, so the above
limitation or exclusion may not apply to you.

12. TERMINATION: This Agreement shall terminate automatically if you fail to comply with
the terms of this Agreement. No notice shall be required from APEXCODERS to effect such
termination. You may also terminate this Agreement at any time by notifying APEXCODERS in
writing of termination. Upon any termination of this Agreement, you must uninstall and
destroy all copies of the Product.

13. MISCELLANEOUS:
13.1 COMPLIANCE WITH EXPORT CONTROL LAWS: the end-user agrees to fully comply with all
relevant export laws and regulations, including but not limited to the U.S. Export
Administration Regulations and regulations promulgated by the U.S. Department of the
Treasury's Office of Foreign Assets Control ("OFAC"), as amended from time to time
(collectively the "Export Control Laws"). The end-user agrees not to export or re-export
the Product to any parties located in any E:1 countries which are specifically prohibited
under U.S. embargoes or sanctions programmes maintained by the OFAC or otherwise
prohibited under the Export Control Laws. The current list of E:1 Countries is available
at the following link http://www.bis.doc.gov/index.php/forms-documents/doc_view/452-
supplement-no-1-to-part-740-country-groups

13.2 U.S. GOVERNMENT RIGHTS: The Product under this Agreement is a commercial computer
product as this term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on
behalf of a civilian agency, the U.S. Government acquires this commercial computer product
and/or commercial computer product documentation subject to the terms of this Agreement as
specified in 48 C.F.R. 12.212 (Computer Product) and 12.211 (Technical Data) of the
Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of
any agency within the Department of Defense ("DOD"), the U.S. Government acquires this
commercial computer product and/or commercial computer product documentation subject to
the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement
("DFAR") and its successors.

13.3 GOVERNING LAW: This Agreement will be governed by the laws of the State of New York
as they are applied to agreements between New York residents entered into and to be
performed entirely within New York. The United Nations Convention on Contracts for the
International Sale of Goods is specifically disclaimed.

13.4 ENTIRE AGREEMENT: You agree that this is the entire agreement between you and
APEXCODERS, and that it supersedes any prior agreement, whether in written or oral form,
and all other communications between APEXCODERS and you relating to the subject matter of
this Agreement. This Agreement may be amended, modified or supplemented only as a writing
document that is signed by the authorized representatives of both parties.

13.5 RESERVATION OF RIGHTS: All rights not expressly granted in this Agreement are
reserved by APEXCODERS.

14. INJUNCTION. Because APEXCODERS would be irreparably damaged if the terms of this
Licence Agreement were not specifically enforced, you agree that APEXCODERS shall be
entitled, without bond, other security or proof of damages, to appropriate equitable
remedies with respect to breaches of this Agreement, in addition to such other remedies as
APEXCODERS may otherwise have under applicable laws.

15. INDEMNITY. At APEXCODERS' request, you agree to defend, indemnify and hold harmless
APEXCODERS, its subsidiaries, affiliates, contractors, officers, directors, employees,
agents, licensors, licensees, distributors, developers, content providers, and other users
of the Product, from all damages, losses, liabilities, claims and expenses, including
attorneys' fees, arising directly or indirectly from your acts and omissions to act in
using the Product pursuant to the terms of this Licence Agreement or any breach of this
Licence Agreement by you. APEXCODERS reserves the right, at its own expense, to assume the
exclusive defence and control of any matter otherwise subject to indemnification by you
hereunder, and in such event you shall have no further obligation to provide
indemnification for such matter.

16. TERMINATION. Without prejudice to any other rights of APEXCODERS, this Licence
Agreement and your right to use the Product may be automatically terminated without notice
by APEXCODERS if you fail to comply with any provision of this Agreement or any terms and
conditions associated with the Product. In such event, you must destroy all copies of this
Product and all of its component parts.

17. GENERAL PROVISIONS. You may not use, copy, modify, sublicense, rent, sell, assign or
transfer the rights or obligations granted to you in this Agreement, except as expressly
provided in this Agreement. Any assignment in violation of this Agreement is void, except
that you may transfer your Product to another person provided that the person accepts the
terms of this Licence Agreement. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be reformed only to the extent
necessary to make it enforceable, and such decision shall not affect the enforceability
of: (i) such provision under other circumstances, or (ii) the remaining provisions hereof
under all circumstances. APEXCODERS' failure at any time to enforce any of the provisions
of this Agreement shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect the right of any party to enforce each and every such
provision thereafter. The express waiver by APEXCODERS of any provision, condition or
requirement of this Agreement shall not constitute a waiver of any future obligation to
comply with such provision, condition or requirement. Notwithstanding anything else in
this Agreement, no default, delay or failure to perform on the part of APEXCODERS shall be
considered a breach of this Agreement if such default, delay or failure to perform is
shown to be due to causes beyond the reasonable control of APEXCODERS. This Agreement
represents the complete agreement concerning this Licence Agreement between you and
APEXCODERS.

18. Subscription Grant. Subject to the terms and conditions of this Agreement APEXCODERS
hereby grants Customer a non-exclusive, non-transferable, non-assignable, limited right to
use the APEXCODERS' Subscription services during the applicable Subscription Term for
personal or commercial use but retains all property rights of the services delivered. All
other rights are expressly reserved by KEMP. Your subscription definition associated with
your product are dictated by your agreement made with APEXCODERS.
If you do not agree with terms put forth above, contact your APEXCODERS representative for
further information and assistance.

https://apexcoders.com/eula.txt
11/17/2019, 3:09 PM