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TEAMDIRECTION INTELLIGANTT END-USER LICENSE AGREEMENT


IMPORTANT: BY CLICKING THE "I AGREE" BUTTON YOU ARE AGREEING to be bound by this TEAMDIRECTION, INC. ("TDI"), End-User License Agreement ("EULA"), and that this is a legal agreement between you, either as an individual or a single entity (the "Recipient") and TDI for the software product identified above, which includes on-line accessed software and may include associated media, printed materials, and other electronic documentation (collectively the "PRODUCT"). Any additional software provided along with the PRODUCT that is associated with a separate user license agreement is licensed to Recipient under the terms of that license agreement. By accessing or otherwise using the PRODUCT, Recipient agrees to be bound by the terms of this EULA. If Recipient does not agree to the terms of this EULA, do not click on the "I Agree" button or use the PRODUCT.


TERMS AND CONDITIONS


The PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The PRODUCT is licensed, not sold.


1. GRANT OF LICENSE. TDI grants to Recipient, subject to Recipient's compliance with the terms and conditions contained in this EULA, a royalty-free, non-exclusive, non-transferable license (the "License") to use its proprietary PRODUCT and any accompanying electronic documentation solely for Recipient's own lawful use. All rights not expressly granted are reserved by TDI.


2. OWNERSHIP. All right, title and interest in the PRODUCT, including copyrights, and all other proprietary rights worldwide without any limitations, including the accompanying printed materials, and any copies of the PRODUCT are owned by TDI or its suppliers. All title and intellectual property rights in and to the content, which may be accessed through use of the PRODUCT, is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants Recipient no rights to use such content.


3. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient by clicking the "acceptance button" and Recipient acknowledges that the PRODUCT is provided "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TDI FURTHER DISCLAIMS ALL WARRANTIES; INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TDI OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF TDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMANGES, THE ABOVE LIMITATION MAY NOT APPLY TO RECIPIENT.


4. CUSTOMER REMEDIES. TDI's and its suppliers' entire liability and Recipient's exclusive remedy, TO THE EXCLUSION OF ALL OTHER REMEDIES, shall be, the return of the price paid, if any, for the cost of the PRODUCT.


5. GOVERNING LAW; ATTORNEYS FEES. This EULA shall be governed by the laws of the State of Washington and Recipient further consents to jurisdiction by the state and federal courts sitting in the State of Washington. If either TDI or Recipient employs attorneys to enforce any rights out of or relating to this EULA, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.


6. U.S. GOVERNMENT RESTRICTED RIGHTS. All PRODUCT and documentation provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All PRODUCT provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.


7. EXPORT RESTRICTIONS. Recipient acknowledges that the Product licensed hereunder is subject to the export control laws and regulations of the U.S.A., and any amendments thereof. Recipient confirms that with respect to the Product, it will not export or re-export it directly or indirectly, either to (i) any countries that are subject to U.S.A. export restrictions; (ii) any end user who Recipient knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. Recipient further acknowledges that the Product may include technical data subject to export and re-export restrictions imposed by U.S.A. law.


8. ASSIGNMENT. This License is not assignable without the expressed written consent of TDI.


9. TRADEMARKS. This EULA does not grant Recipient any rights in connection with any trademarks or service marks of TDI. All trademarks or service marks used to identify the Product belong to TDI. All other trademarks or service marks belong to their respective owners.


10. TERMINATION. Without prejudice to any other rights, TDI may terminate this EULA if Recipient fails to comply with the terms and conditions of this EULA. In such an event, TDI may, in its sole discretion, remove access to any TDI PRODUCT.


11. SUPPORT SERVICES. TDI may provide Recipient with support services related to the PRODUCT ("Support Services"). Use of Support Services is governed by the TDI policies and programs described in the user manual, in "online" documentation, and/or in other TDI-provided materials. Any supplemental PRODUCT provided to Recipient as part of the Support Services shall be considered part of the PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information Recipient provide to TDI as part of the Support Services, TDI may use such information for its business purposes, including for product support and development.


12. SEVERABILITY. Should any terms of this EULA be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.


13. NO WAIVER. The failure of TDI to enforce any rights granted hereunder or to take action against Recipient in the event of breach hereunder shall not be deemed a waiver by TDI as to subsequent enforcement of rights or subsequent actions in the event of future breaches.


14. PER COMPUTER LICENSE. Each TeamDirection Project 2007 license is attributable to one and only one computer, and a license must be purchased for each computer on which the Product is installed.


15. ENTIRE AGREEMENT. This EULA constitutes the complete and exclusive agreement between TDI and Recipient with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This EULA may not be modified except in writing duly signed by an authorized representative of TDI and Recipient.