EDGE TECHNOLOGIES EDGE SOFTWARE END USER LICENSE AGREEMENT

 

IMPORTANT – READ THESE TERMS CAREFULLY BEFORE USING THIS SOFTWARE.  BY CLICKING THE “I ACCEPT” BOX AT THE END OF THIS PAGE AND DOWNLOADING AND USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END USER LICENSE AGREEMENT (“EULA”), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE UNCONDITIONALLY BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.

 

  1. Grant of License for Registered Users

Edge Technologies, Inc. (“Edge”), grants you a limited, non-exclusive, non-transferable, non-sublicensable, terminable license to use the Edge Software program with which this EULA is distributed, which includes, but is not limited to the computer software and any documentation files accompanying the software, and any on-line or electronic documentation (collectively the “Software”), on a single server (if the Software is server based) or personal computer to support up to the number of simultaneous users for which you have paid the license fee, and to make one backup copy of the Software for archival purposes only, provided that: (i) the Software is installed on only one server or personal computer; (ii) the Software is NOT modified in any manner; (iii) all copyright notices are maintained on the Software; and (iv) you agree to be bound by the terms of this EULA.  The Software shall be used only by you, only for your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity, provided that you may transfer the Software to other computers you own as long as you only use it on one computer at a time.

 

  1. Support Services Not Included

Edge will not provide any support services under this EULA.  This EULA does not give you any rights to any updates or upgrades to the Software or to any extensions or enhancements to the Software developed by Edge at any time in the future.

 

  1. Ownership

You have no ownership rights in the Software.  The Software is licensed to you, not sold.  You have a license to use the Software as long as this EULA remains in full force and effect.  Ownership of the Software and all intellectual property rights therein shall remain at all times with Edge.  Any other use of the Software by any person, business, corporation, government organization or any other entity other than you is strictly forbidden and is a violation of this EULA.

 

  1. Copyright

The Software contains materials that are protected by United States Copyright Law, trade secret law, and by international treaty provisions.  This includes all titles, images, text, and applets incorporated into the Software.  All rights not granted to you herein are expressly reserved by Edge.  You may not remove any proprietary notice of Edge from any copy of the Software.

 

  1. Restrictions

Except to the extent expressly permitted by applicable law, and to the extent that Edge is not permitted by that applicable law to exclude or limit the following rights: (i) you may not publish, display, disclose, rent, lease, modify, rename, or create derivative works based on the Software or any part thereof; (ii) you may not loan, distribute or allow use of the Software through any timesharing service, service bureau or network other than your own personal business network; (iii) you may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you otherwise attempt to discover and create the source code from the object code of the Software; and (iv) you may not transmit the Software over any network or between any devices.  Before you exercise any rights that you believe to be entitled to based on mandatory law, you shall provide Edge with thirty (30) days’ prior written notice at betsy.gorgei@edge-technologies.com and provide all reasonably requested information to allow Edge to assess your claim and, at Edge’s sole discretion, to provide alternatives that reduce any adverse impact on Edge’s intellectual property or other rights.

 

  1. Confidentiality

You acknowledge that the Software contains proprietary trade secrets of Edge and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.  You agree to reasonably communicate the terms and conditions of this Software EULA to those persons employed by you who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of deriving its source code.

 

  1. Limited Warranty

Edge has no control over the conditions under which you use the Software and does not and cannot warrant the results obtained by such use.  Edge warrants that the Software will perform substantially in accordance with any accompanying written materials such as those specifications found in the user manual in effect as of the date of this EULA for a period of thirty (30) days from the date of receipt (“Warranty Period”).  You must notify Edge in writing of any substantial deficiency.  To the extent such deficiency exists in a current, unaltered release of the Software, Edge shall, at its own cost and expense, supply you with a corrected version to rectify any substantial errors which it finds in the Software during the Warranty Period.  Any replacement Software will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer.  Should Edge fail to cure the substantial deficiency, you as your sole option may request in writing to terminate this EULA and as a sole remedy, receive all fees paid by you for the Software.

 

ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK.  THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY EDGE REGARDING THE SOFTWARE.  EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED “AS IS.”  TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDGE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  EDGE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM YOU HAVE.  SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.

 

The foregoing warranties do not extend to any third party software used in conjunction with the Product or within Edge’s framework.  Except as provided herein, Edge does not warrant that the Product is compatible with any third party software.  Licensee is solely responsible for: (i) any liabilities or (ii) any licenses or maintenance agreements associated with using third party software.  Licensee will indemnify, defend and hold harmless Edge from and against any third party claims, costs, and expenses, including punitive damages, court costs, and reasonable attorneys’

and expert witness’ fees before and at trial and on appeal arising from Licensee’s actions or inactions in connection with third party software.

 

  1. Limitation of Liability

IN NO EVENT WILL EDGE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE INSTALLATION OR USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF EDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EDGE’S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

Edge is not responsible and assumes no liability for system errors or failures, or faulty transmissions or other telecommunications malfunctions resulting from any hardware or software failures of any kind, lost or unavailable network connections, or failed or incomplete computer transmissions, or for any problems or technical malfunction(s) of any network lines, computer on-line systems, servers or providers, computer equipment, or on account of technical problems or traffic congestion on the Internet, or at our Web site, or any combination thereof, including any injury or damage to you, your computer or any other person’s computer related to or resulting from downloading the Software or any other material.

 

  1. Export Restrictions

You may not export or re-export the Software except in compliance with the United States Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable.  The Software is deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable.  Any use, modification, reproduction, release, performing, displaying, or disclosing of the Software by the U.S. Government shall be governed solely by the terms of this EULA.  In addition, you agree and certify that you will not ship, transfer or export the Software, directly or indirectly, to any country in violation of the U.S. Treasury’s Office of Foreign Assets Control’s regulations.

 

  1. Termination

This EULA is effective until it is terminated.  You may terminate this EULA at any time by destroying or returning to Edge all copies of the Software in your possession or under your control.  Edge may terminate this EULA for any reason, including, but not limited to, if Edge finds that you have violated any of the terms of this EULA.  Upon notification of termination, you agree to destroy or return to Edge all copies of the Software and to certify in writing that all known copies, including backup or archival copies, have been destroyed.  All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software EULA.

 

  1. Notice

 All notices to Edge shall be in writing and shall be made either via e-mail, conventional U.S. mail or overnight mail.  Notices to Edge must be sent to the attention of Customer Service at support@edgeti.com, if by e-mail, or at Edge Technologies, Inc., 1881 Campus Commons Drive, Suite 101, Reston, VA 20191, if by conventional or overnight mail.  Notices to you may be sent either to the e-mail address or to the conventional mail address, if you supplied it to Edge or posted as a notice on our Web site located at www.edge-technologies.com.

 

Any notices or communication under this EULA will be deemed delivered to the party receiving such communication: (1) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (2) five business days after the mailing date, if sent by conventional U.S. mail, return receipt requested; or (3) on the delivery date if transmitted by confirmed e-mail.

 

  1. General

 This EULA shall be construed, interpreted and governed by the laws of the Commonwealth of Virginia without regard to conflicts of law provisions thereof.  The United Nations Convention for the International Sale of Goods shall not apply.  In addition, the parties agree that none of the provisions in this EULA will be governed by the Uniform Computer Information Transactions Act (“UCITA”) as enacted by the Commonwealth of Virginia or any other jurisdiction.  You agree that the exclusive forum for determining any dispute arising out of or relating to this EULA shall be an appropriate state or federal court sitting in the Commonwealth of Virginia and you waive, to the maximum extent permitted by law, any argument that the forum, jurisdiction or venue in Virginia is not appropriate or convenient.  You agree that this EULA shall constitute the entire agreement and expression of understanding between the parties hereto as it relates to the subject matter herein.  Any waiver or modification of this EULA shall only be effective if it is in writing and signed by both parties hereto.  If any part of this EULA is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.  Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA.

 

  1. Acknowledgement

I acknowledge I have read this agreement, fully understand its terms, and understand that to the greatest extent allowed by law I unconditionally agree to all of the terms and conditions herein.