Kepard 1.0.8.3

EULA - End User License Agreement

Software License Agreement

Kepard, Inc.

Your click of the "I Accept" button is a confirmation of your acceptance of the terms and
conditions of this Software License Agreement (this "Agreement"). This Agreement is a legal
agreement between you (either an individual or a single entity) and Kepard, Inc.
("COMPANY") for the software products accompanying this Agreement and any Updates,
upgrades, new versions, enhancements, features, editions or components for such software
products provided to you by COMPANY (collectively, the "Software") and any associated
media, manuals, printed materials and "online" or electronic or written documentation (the
"Documentation"), provided that the Third Party Software (defined below) provided along with
the Software is licensed to you under the terms of the third party license agreement(s)
contemplated by Section 2.2 below. If the user is not an individual, then "you" means your
company, its officers, members, employees, agents, representatives, successors and assigns. BY
INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE
SOFTWARE OR ANY ASSOCIATED DOCUMENTATION, YOU ARE INDICATING THAT
YOU HAVE READ, AND AGREE TO BE BOUND BY, THE POLICIES, TERMS, AND
CONDITIONS SET FORTH BELOW IN THEIR ENTIRETY WITHOUT LIMITATION OR
QUALIFICATION, AS WELL AS BY ALL APPLICABLE LAWS AND REGULATIONS, AS
IF YOU HAD HANDWRITTEN YOUR NAME ON A CONTRACT. IF YOU DO NOT
AGREE TO THESE TERMS AND CONDITIONS, THE BUTTON INDICATING NON-
ACCEPTANCE MUST BE SELECTED AND YOU MUST NOT PROCEED WITH
INSTALLATION AND/OR USE THE SOFTWARE. If you have entered into a separate written
agreement with COMPANY governing your use of the Software, then any conflicting terms in
this Agreement are superseded by that agreement.

1. GRANT OF RIGHTS.
1.1 Grant of License. The Software and Documentation are protected by copyright
laws and international copyright treaties, as well as other intellectual property laws and treaties.
The Software is licensed as freeware by COMPANY, not sold, and you shall not receive title to
the Software or the Documentation or the media and any copies of the Software and
Documentation delivered to or made by you, or any intellectual property rights therein. Subject
to the terms and conditions of this Agreement, COMPANY hereby grants you a personal, non-
exclusive, non-sublicensable, non-transferable license to install and use the object code version
of the Software in a manner not inconsistent with the Documentation for your own internal
business or personal use on individual computer workstations or mobile devices. You may make
one copy of the Software and one copy of the Documentation in electronic media solely for
archival or disaster recovery purposes, or you may transfer the Software and the Documentation
in an electronic media to a single hard disk as long as you keep the originals solely for archival
or disaster recovery purposes. Copyright laws prohibit the making of additional copies of the
Software and Documentation for any other reason. You agree to use best efforts and take all
reasonable steps to protect the Software and Documentation from unauthorized use, illegal
reproduction or illicit distribution.

1.2 Restrictions. The license granted herein is personal to you. The Software can be
used only in conjunction with accessing the services of the COMPANY or those of its affiliates,
and only for so long as you maintain an account with COMPANY or its affiliates, in good
standing, which authorizes your access to the Software. No right is granted to use the Software
to perform services for third parties. No additional or different rights are granted to you, either
expressly or by implication, and all rights not expressly granted hereunder are reserved to
COMPANY. Nothing in this Agreement constitutes a waiver of COMPANY's rights under
copyright laws or any other federal or state law or treaty. You may not copy, distribute,
reproduce, use or allow access to the Software or the Documentation except as explicitly
permitted under this Agreement. You are expressly prohibited from modifying, adapting,
translating, porting, preparing derivative works from, decompiling, reverse engineering,
disassembling or otherwise attempting to derive source code from the Software or any internal
data files generated by the Software or request or authorize any other person or entity to do so for
any reasons whatsoever. In countries where a right to reverse engineer is provided by law unless
information is available about the Software in order to achieve interoperability, functional
compatibility or other objectives, you agree to submit a detailed written proposal to COMPANY
concerning your need for such information before engaging in reverse engineering (or requesting
or purporting to authorize any other person or entity to do so) and COMPANY may, in its sole
discretion, propose to you terms and conditions under which it is willing to make such
information available. You are expressly prohibited from removing, obscuring or altering any
copyright notice, trademarks or other proprietary rights notices affixed to or contained within the
Software or the Documentation. You are expressly prohibited from selling, renting, leasing,
outsourcing, using in a service bureau environment or otherwise commercially exploiting the
Software and/or Documentation in any way. Furthermore, you may not: (i) attempt to gain
unauthorized access to any COMPANY service, account, computer system or network associated
with the Software; (ii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer
rights to the Software and the Documentation; (iii) use the Software or Documentation in any
manner that could damage, disable, overburden, or impair such services or interfere with any
other party's use and enjoyment of them; (iv) use the Software or Documentation in any way that
violates this Agreement or any law; (v) automate your use of the Software, or (vi) authorize or
assist any third party to do any of the things described in this paragraph. You will not disclose or
publish any results of benchmark tests run on the Software to a third party without COMPANY?s
prior written consent. Notwithstanding anything to the contrary in this Agreement, there will be
no escrow of any source code of the Software and you shall not be entitled to receive the source
code for any reason. You may not combine or distribute the Software or any derivative work
thereof with Open Source Software (as defined below) or with software developed using Open
Source Software (e.g., tools) in a manner that subjects COMPANY or its licensors or any portion
of the Software provided by COMPANY or its licensors hereunder or any derivative work
thereof to any license obligations of such Open Source Software. "Open Source Software" means
any software licensed under terms requiring that other software combined or distributed with
such software: (i) be disclosed or distributed in source code form; (ii) be licensed on terms
inconsistent with the terms of this Agreement. You agree not to electronically, optically or
otherwise transmit, broadcast, transfer, or disseminate any portion of the Software and/or the
Documentation over any public or private computer network (either local, wide area or
otherwise), telephone network or other mode or channel of communication except (a) where
intrinsic to the normal operation of the Software, such as online Help information, or (b) where
provided in the Documentation, or (c) as otherwise expressly authorized by COMPANY in
writing.
2. OWNERSHIP.
2.1 Company Ownership. As between the parties, COMPANY and/or its licensors
own and shall retain all right, title, and interest in and to the Software and the Documentation,
including all copyrights, patents, trade secret rights, trademarks and other intellectual property
rights inherent therein or appurtenant thereto. Any modifications, improvements, enhancements,
alterations, customizations or derivative works of the Software or Documentation, whether
authorized or not, made by you or a third party shall be the sole and exclusive property of
COMPANY and you hereby assign all of your right, title and interest therein to COMPANY.

2.2 Third Party Elements. You acknowledge that (i) the Software may contain other
software or components that are either owned by a third party or in the public domain, and (ii)
COMPANY has no proprietary interest in such software or components (collectively and each,
the ?Third Party Software?), and as such, cannot grant you a license to use such Third Party
Software. A listing of such Third Party Software is made available to you in the Documentation,
the ?Read Me? files for each component of Third Party Software, and is set forth in the
THIRDPARTYSOFTWAREREADME.pdf file located in the installation directory of the
Software, and is available upon written request from COMPANY. Your rights in the Third Party
Software are governed by and subject to the terms and conditions set forth in the applicable third
party licenses set forth in the Documentation, the ?Read Me? files for each component of Third
Party Software, and in the THIRDPARTYSOFTWAREREADME.pdf file located in the
installation directory of the Software. By installing or using such Third Party Software, you
acknowledge and agree to fully comply with such terms and conditions. IN ADDITION TO
ANY DISCLAIMERS SET FORTH IN SUCH TERMS AND CONDITIONS, THE
DISCLAIMERS SET FORTH IN SECTION 4 BELOW AND THE LIMITATIONS OF
LIABILITY SET FORTH IN SECTION 6 BELOW SHALL APPLY TO COMPANY AND ITS
LICENSORS WITH RESPECT TO SUCH THIRD PARTY SOFTWARE. COMPANY IS
NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY SUCH THIRD PARTY
SOFTWARE UNLESS EXPRESSLY AGREED TO IN WRITING BY COMPANY UNDER A
SEPARATE AGREEMENT. YOU FURTHER AGREE TO INDEMNIFY, HOLD HARMLESS
AND DEFEND COMPANY AND ITS LICENSORS FROM AND AGAINST ANY CLAIMS
OR LAWSUITS, INCLUDING ATTORNEYS? FEES, THAT ARISE OR RESULT FROM
THE USE OR DISTRIBUTION OF SUCH THIRD PARTY SOFTWARE.
3. PRIVACY.
3.1 Kepard's Privacy Policy. The COMPANY's privacy policy is located at
http://www.kepard.com/privacy and describes the COMPANY's information collection and
usage practices for customers using the Software.

3.2 Technical Information. The Software may be configured to automatically report
back information relating to performance statistics (network latencies, network throughputs, etc.)
for the COMPANY's and/or its affiliates' services accessed by the Software. Information on
your configuration of this Software may be included. This data may be sent to COMPANY to
help us diagnose performance issues with, and improve, the Software and the COMPANY's
services. The Software may also use this information in its normal operation in order to make
decisions on how to best deliver the COMPANY's and/or its affiliates services to you.

3.3 Automatic Updates. The COMPANY may deliver to your computer or mobile
device automated updates, modifications, and/or patches to address issues such as security,
interoperability, and performance (collectively "Updates"). Some Updates may change certain
functionality of the Software to, for example, improve security, add new functions, or improve
the operation of the Software. Your use of the Updates will be governed by this Agreement
unless you are asked to agree to new or additional terms and conditions at the time of download
or installation. However, nothing in this Agreement shall be construed to obligate COMPANY
to provide the Update, maintain or support any of the Software or Documentation or provide any
support services in conjunction with your use of the Software or Documentation.
4. DISCLAIMER OF WARRANTIES.
COMPANY LICENSES THE SOFTWARE AND DOCUMENTATION TO YOU "AS
IS" AND "WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND AND THE
ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND
EFFORT IS WITH YOU, THE END USER. COMPANY MAKES NO WARRANTY OF ANY
KIND WITH RESPECT TO THE SOFTWARE, THE THIRD PARTY SOFTWARE OR THE
DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, COURSE
OF DEALINGS, USAGE OF TRADE, ACCURACY, QUIET ENJOYMENT, TITLE AND
NON-INFRINGEMENT, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. SOME
STATES AND COUNTRIES DO NOT PERMIT THE EXCLUSION OF IMPLIED
WARRANTIES, AND YOU MAY HAVE OTHER RIGHTS, WHICH MAY VARY FROM
STATE TO STATE AND FROM COUNTRY TO COUNTRY. COMPANY DOES NOT
WARRANT THAT THE SOFTWARE WILL MEET ALL OF YOUR REQUIREMENTS OR
THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
SHOULD THE SOFTWARE OR ANY OF ITS COMPONENTS PROVE DEFECTIVE OR
INADEQUATE IN ANY RESPECT, YOU (AND NOT COMPANY OR ITS AFFILIATES OR
REPRESENTATIVES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING,
REPAIR, OR CORRECTION. FURTHER, COMPANY DOES NOT WARRANT,
GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR
THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS ABILITY TO
DETER UNAUTHORIZED ACCESS TO OR TO PREVENT THEFT OF ANY DATA, ITS
COMPATIBILITY WITH HARDWARE OR OTHER SOFTWARE, ITS RELIABILITY,
CURRENTNESS, OR OTHERWISE; AND YOU RELY ON THE SOFTWARE AND ITS
PERFORMANCE SOLELY AT YOUR OWN RISK. The conditions of your use of the
Software, including but not limited to variables of operating system and application
configuration, are beyond COMPANY's control. You download and use the Software and
Documentation at your own discretion and risk and are solely responsible for your own use of
the Software and Documentation. You understand and agree that you are solely responsible for
any damages to your computer system or loss of data that results from the download or use of the
Software or Documentation. You must verify for yourself whether a specific use of the Software
or Documentation will leave you in breach of your obligations to third parties and COMPANY
shall not be liable for any claim or action arising out of such breach.
5. INDEMNIFICATION.
You agree to hold harmless, indemnify and defend COMPANY, its officers, directors and
employees, from and against any losses, damages, fines and expenses (including attorneys' fees
and costs) arising out of or relating to any claims that you have (i) used the Software in violation
of another party's rights or in violation of any law, or (ii) violated any terms of this Agreement.
If you are importing the Software from the United States, you shall indemnify and hold
COMPANY harmless from and against any import and export duties or other claims arising from
such importation.
6. LIMITATION OF LIABILITY.
YOU ACKNOWLEDGE THAT THE SOFTWARE AND DOCUMENTATION ARE
PROVIDED TO YOU FREE OF CHARGE. AS SUCH, THE COMPANY SHALL NOT BE
LIABLE FOR ANY DAMAGES WHATSOEVER, EITHER DIRECT OR INDIRECT,
INCLUDING WITHOUT LIMITATIONS DAMAGES FOR ANY LOST PROFITS, LOSS OF
DATA, LOSS OF USE, LOST OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND WHETHER BASED ON
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY EVEN IF COMPANY OR
OTHERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR
CLAIM AND EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF
THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL COMPANY'S LIABILITY
HEREUNDER EXCEED $100. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS
AGREEMENT REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN
COMPANY AND YOU OF THE RISKS (BOTH KNOW AND UNKNOWN) ASSOCIATED
WITH THE USES CONTEMPLATED BY THIS AGREEMENT AND THAT THE
LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY
CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
CIRCUMSTANCES AND EXTENT OF LIABILITY. SOME COUNTRIES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7. TERM AND TERMINATION.
7.1 Term. The term of this Agreement shall commence on the earlier of the date of
your installation of the Software or the date of your first use of the Software and shall continue in
force until terminated as provided herein.

7.2 Termination. This Agreement may be terminated at any time for any reason by
either party. This Agreement will terminate automatically if you fail to comply with any term or
condition of this Agreement or fail to maintain an account with COMPANY and/or its affiliates,
in good standing.

7.3 Effect of Termination. Upon the termination of this Agreement for any reason all
license rights granted hereunder shall terminate and all rights therein automatically revert in their
entirety back to COMPANY, you shall cease all use of the Software and Documentation and you
shall destroy all copies of the Software and Documentation in your possession or control, and
upon request to certify your return or destruction of the Software and Documentation to
COMPANY.

7.4 Survival. Section 2-6, Sections 7.3, 7.4, 7.5, and Sections 8 and 9 shall survive
the termination, for any reason, of this Agreement.

7.5 Remedies. You acknowledge and agree that your breach of this Agreement
would cause irreparable harm to COMPANY, the extent of which would be difficult to ascertain.
Accordingly, you agree that, in addition to any other remedies to which COMPANY may be
legally entitled, COMPANY, without the requirement to post a bond or other security or proving
specific damages, shall have the right to obtain immediate injunctive relief in the event of a
breach of this Agreement by you, without the necessity of posting bond or proving actual
damages.
8. CONFIDENTIALITY.
8.1 Definition. The term "Confidential Information" shall mean the Software and the
Documentation and any other information disclosed by COMPANY to you in connection with
this Agreement that relates to the Software or the Documentation.

8.2 Obligation. The Software and Documentation embody proprietary technology
and valuable trade secrets of COMPANY, which are vital to the business of COMPANY and
whose value depends upon them not being generally known. You agree to hold the Confidential
Information in confidence and take all necessary steps to ensure that access to any portion of the
Confidential Information is not provided to any person or entity other than your bona fide
employees who reasonably require such access to enable you to use the Software and
Documentation subject to this Agreement. You agree not use Confidential Information except as
expressly permitted under this Agreement, and you further agree not to disclose Confidential
Information to any third party without the COMPANY's prior written consent. You shall take
reasonable measures to prevent the disclosure and unauthorized use of Confidential Information.

9.MISCELLANEOUS.
9.1 Assignment. You may not assign any of your rights or delegate any of your
obligations under this Agreement, whether by operation of law or otherwise, without the prior
express written consent of COMPANY. Any such assignment without the prior express written
consent of COMPANY shall be null and void. Subject to the foregoing, this Agreement will
bind and inure to the benefit of the parties, their respective successors and permitted assigns.