End User License for IDF Connect, Inc. (IDFC) Software

NOTICE: BY DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (EULA).   IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE, AND YOU MAY RETURN THE UNUSED SOFTWARE TO THE VENDOR FROM WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS AND REQUEST A REFUND OF THE LICENSE FEE, IF ANY, ALREADY PAID UPON SHOWING PROOF OF PAYMENT . �YOU� MEANS THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS EULA, THEIR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS:

End User License Agreement (the "Agreement") for the IDF Connect, Inc. (IDFC) software product that is being installed as well as the associated documentation and any SDK, as defined below, included within the product ("the Product").

Carefully read the following terms and conditions regarding your use of the Product before installing and using the Product.  Throughout this Agreement, you will be referred to as "You" or "Licensee."

By using this sofwtare, you are

(I) Representing that you are not a minor, and have full legal capacity and have the authority to bind yourself and your employer, as applicable, to the terms of this Agreement; and
(II) Consenting on behalf of yourself and/or as an authorized representative of your employer, as applicable, to be bound by this Agreement.

By selecting the "I do NOT accept the terms of the License Agreement" radio button below, and then clicking on the "Next" button, the installation process will cease.

PRODUCT

1.  IDFC (or where the Product is being supplied outside of the United States, the IDFC subsidiary identified and in such instance IDFC shall mean the IDFC subsidiary identified) provides Licensee with one copy of the Product, for use by a single user, or the quantity designated as the authorized use limitation ("Authorized Use Limitation") on any Order Form (defined below) referencing the terms of this Agreement.  IDFC licenses the Product to Licensee on a non-exclusive basis, pursuant to the terms of this Agreement as well as the terms of any IDFC Order Form or Registration Form which has been signed by Licensee and IDFC (hereafter referred to as the "Order Form").

ALPHA OR BETA VERSIONS

2.  If the Product is an alpha or beta version of the program, hereinafter referred to as the "beta program" or "beta version" and not generally available at the time of this Agreement, IDFC does not guarantee that the generally available release will be identical to the beta program or that the generally available release will not require reinstallation.  Licensee agrees and acknowledges that the beta version of the Product (a) is to be used only for testing purposes and not to perform any production activities unless IDFC shall have otherwise approved in writing and (b) has not been tested or debugged and is experimental and that the documentation may be in draft form and will, in many cases, be incomplete.  Licensee agrees that IDFC makes no representations regarding the completeness, accuracy or Licensee's use or operation of the beta version of the Product.

BETA PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS OF TITLE OR NON-INFRINGEMENT. IDFC BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF ALPHA OR BETA PRODUCT.  IDFC HAS NO DUTY TO PROVIDE SUPPORT TO LICENSEE DURING YOUR USE OF THE ALPHA OR BETA PRODUCT.

TRIAL OR EVALUATION LICENSES
3.  If the Product is being licensed on a trial or evaluation basis, Licensee agrees to use the Product solely for evaluation purposes, in accordance with the usage restrictions set forth in Section 1, for a sixty-day evaluation period unless a different period is otherwise noted (the "Trial Period").  At the end of the Trial Period, Licensee's right to use the Product automatically expires and Licensee agrees to de-install the Product and return to IDFC all copies or partial copies of the Product or certify to IDFC in writing that all copies or partial copies of the Product have been deleted from Licensee's computer libraries and/or storage devices and destroyed.  If Licensee desires to continue its use of the Product beyond the Trial Period, Licensee may contact IDFC to acquire a license to the Product for the applicable fee.  

LICENSEE'S USE OF THE PRODUCT DURING THE TRIAL PERIOD IS ON AN "AS IS" BASIS WITHOUT ANY WARRANTY, AND IDFC DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THIS AGREEMENT. IDFC BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE EVALUATION PRODUCT THROUGH AND AFTER THE EXPIRATION DATE.  IDFC HAS NO DUTY TO PROVIDE SUPPORT TO LICENSEE DURING YOUR USE OF THE TRIAL PRODUCT.

SOFTWARE DEVELOPMENT KIT ("SDK")

4.  If the Product includes a Software Development Kit ("SDK"), the terms and conditions of this paragraph apply solely for the use of the SDK.  The SDK may include software, APIs and associated documentation.  The SDK is provided solely for Licensee's internal use to develop software that enables the integration of third party software or hardware with the Product, or to develop software that functions with the Product, such as an agent.  Licensee's use of the SDK is restricted solely to enhance Licensee's internal use of the Product.  No distribution rights of any kind are granted to Licensee regarding the Product.  In addition to the limitations on use set forth in Section 8, below, Licensee may not reproduce, disclose, market, or distribute the SDK or the documentation or any applications containing any executable versions of the SDK to third parties, on the internet, or use such executables in excess of the applicable Authorized Use Limitation.  If there is a conflict between the terms of this section and the terms of any other section in this Agreement, the terms of this section will prevail solely with respect to the use of the SDK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE SDK IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND.

THIRD PARTY SOFTWARE

5.  If the Product contains third party software, and the licensor requires the incorporation of specific license terms and conditions for such software into this Agreement, those specific terms and conditions, which are hereby incorporated by this reference, are located below this Agreement.

LICENSE FEES

6.  Payment of the fees specified on the Order Form or as agreed between Licensee and an authorized reseller of IDFC, shall entitle Licensee to use the Product for the term specified on the Order Form (the "Term"), which use may include the right to receive maintenance services therefore for the period set forth on the Order Form.  After the Term, continued usage and/or maintenance of the Product as provided herein shall be subject to the payment by Licensee of the fees described on the Order Form.  Notwithstanding the foregoing, if the Product was licensed under this Agreement without an Order Form, Licensee shall be entitled to use the Product for a definite period not to exceed 60 Sixty Days, but the license does not include the right to receive maintenance services. With respect to any Product that relies on continuous content updates, such as signature files and security updates, Licensee shall be entitled to such content updates as defined in the Order Form

SUPPORT SERVICES

7.  IDFC is under no obligation to support the Software in any way or to provide to Licensee any modifications, error correction, bug fix, new release or other update to or for the Software. Support services are available from IDFC under a separate support services agreement or in 
with certain license fee pricing packages. Please contact IDFC sales at sales@idfconnect.com.

RESTRICTIONS

8.  The Product, including any source or object code that may be provided to Licensee hereunder, as well as documentation, appearance, structure and organization, is the proprietary property of IDFC and/or its licensors, if any, and may be protected by copyright, patent, trademark, trade secret and/or other laws. Title to the Product, or any copy, modification, translation, partial copy, compilation, derivative work or merged portion of any applicable SDK, shall at all times remain with IDFC and/or its licensors.  Usage rights respecting the Product may not be exchanged for any other IDFC product.  The Product is licensed as a single product. Its component parts may not be separated for use.  Licensee and its employees will keep the Product and the terms of this license strictly confidential and use its best efforts to prevent and protect the Product from unauthorized disclosure or use. Licensee may not (i) disclose, de-compile, disassemble nor otherwise reverse engineer the Product except to the extent the foregoing restriction is expressly prohibited under applicable law; (ii) create any derivative works based on the Product; (iii) use the Product to provide facilities management or in connection with a service bureau or like activity whereby Licensee, without purchasing a license from IDFC for such purpose, operates or uses the Product for the benefit of a third party who has not purchased a copy of the Product; (iv) knowingly take any action that would cause the Software (including any License Keys) to be placed in the public domain; (v) remove, alter or obscure any confidentiality or proprietary notices of IDFC, its licensors or suppliers included in the Software (vi) permit the use of the Product by any third party without the prior written consent of IDFC.  Licensee shall not release the results of any benchmark testing of the Product to any third party without the prior written consent of IDFC.  Licensee will not transfer, assign, rent, lease, use, copy or modify the product, in whole or in part, or permit others to do any of the foregoing with regard to the Product without IDFC's prior written consent, except to the extent the foregoing restriction is expressly prohibited under applicable law.  Licensee will not remove any proprietary markings of IDFC or its licensors.  Licensee may copy the Product as reasonably required for back-up and disaster recovery purposes, provided that production use of the Product is restricted to the Authorized Use Limitation specified on the Order Form or CD sleeve, and provided that use of the Product for disaster recovery testing shall be limited to one week in any three month period.  The Product may be used only within the boundaries of the country where the Product was purchased (except as otherwise provided on the Order Form) unless IDFC consents otherwise in writing.  If this license terminates for any reason, Licensee shall certify to IDFC in writing that all copies and partial copies of the Product have been deleted from all computers and storage devices and are returned to IDFC or destroyed and are no longer in use.  All fees payable hereunder shall be payable in advance.  Licensee will install each new release of the Product delivered to Licensee.  Licensee shall comply with all relevant import and export regulations, including those adopted by the Office of Export Administration of the US Department of Commerce.  The Product and any accompanying documentation have been developed entirely at private expense.  They are delivered and licensed as "commercial item" "computer software" as defined in FAR 2.101.  

DISCLAIMERS OF WARRANTY

9. UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT OR BY A WRITTEN AGREEMENT BETWEEN IDFC AND LICENSEE WHICH HAS BEEN PROPERLY SIGNED BY BOTH IDFC AND LICENSEE, THE FOLLOWING DISCLAIMER OF WARRANTIES OF THE SOFTWARE APPLY. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT ITS SOLE RISK. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND IDFC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IDFC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE�S REQUIREMENTS, OR THAT THE OPERATION AND RESULTS OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY LICENSEE. FURTHERMORE, IDFC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF CORRECTNESS OR ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IDFC OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE (AND NOT IDFC OR ITS AUTHORIZED REPRESENTATIVES) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

MOREOVER, IDFC DOES NOT WARRANT AND EXPRESSLY DISCLAIMS ANY WARRANTIES THAT THE EXERCISE OF LICENSE RIGHTS PURSUANT TO THIS AGREEMENT WILL NOT INFRINGE ANY CURRENT OR FUTURE INTELLECTUAL PROPERTY RIGHTS OWNED BY PERSONS OTHER THAN IDFC.
IDFC makes no representation regarding the possibility of any such infringement by use of the Software, either alone or when combined with products other than the Software. Licensee hereby agrees that IDFC has no duty to investigate nor to warn Licensee of any such possibility of infringement by use of the Software when used alone or when combined with products other than the Software.
(I) NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY IDFC;
(II) IN NO EVENT WILL IDFC BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY CLAIM FOR LOSS, INCLUDING TIME, MONEY, GOODWILL, AND CONSEQUENTIAL DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE PRODUCT, EVEN IF IDFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN THE EVENT THAT THE ABOVE LIABILITY LIMITATION IS FOUND TO BE INVALID UNDER APPLICABLE LAW, THEN IDFC'S LIABILITY FOR SUCH CLAIM SHALL BE LIMITED TO THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID FOR THE PRODUCT BY LICENSEE.  NO THIRD PARTY, INCLUDING AGENTS, DISTRIBUTORS, OR AUTHORIZED IDFC RESELLERS IS AUTHORIZED TO MODIFY ANY OF THE ABOVE WARRANTIES OR MAKE ANY ADDITIONAL WARRANTIES ON BEHALF OF IDFC. IDFC DOES NOT WARRANT THAT THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR THAT USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.

LIMITATION OF LIABILITY

10.   IN NO EVENT WILL IDFC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF IDFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, LIABILITY FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES MAY NOT BE EXCLUDED OR LIMITED, IDFC�S LIABILITY FOR SUCH DAMAGES SHALL BE LIMITED TO THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW. IDFC�S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID TO IDFC FOR THE LICENSE.  THIS AMOUNT SHALL NOT INCLUDE ANY SERVICE OR MAINTENCE FEE PAID BY THE LICENSEE.

THIRD PARTY INDEMNIFCATION

11.  Licensee agrees to defend, indemnify, and hold harmless IDFC, its employees and agents from and against any and all claims, damages losses and liabilities, including costs and reasonable attorney fees, of whatsoever kind and nature, that may be asserted, claimed or imposed against IDFC, directly or indirectly, arising from or in connection with the use of the Product by any third person or entity whose use of the Product is allowed, permitted or facilitated, directly or indirectly, by Licensee or its agents or employees.

ASSIGNMENT OF LICENCES

12.  Licensee may assign this Agreement only if Licensee complies with IDFC's then prevailing policies respecting assignment of licenses, which includes a requirement that the scope of use of the Product not be expanded beyond the business of Licensee and the business of Licensee's majority-owned subsidiaries.  IDFC may assign this Agreement to any third party that succeeds to IDFC's interests in the Product and assumes the obligations of IDFC hereunder; and IDFC may assign its right to payment hereunder or grant a security interest in this Agreement or such payment right to any third party.

BREACH OF AGREEEMENT

13.  If Licensee breaches any term of this Agreement or if Licensee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licensee, IDFC shall have the right to withhold its own performance hereunder and/or to terminate this Agreement immediately and, in addition to all other rights of IDFC, all amounts due or to become due hereunder will immediately be due and payable to IDFC.

SEVERABILITY

14. If a court holds that any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.  Any questions concerning this Agreement should be referred to IDF Connect, Inc. 2207 Concord Pike #359, Wilmington, DE 19803 USA, Attn: Legal Department.

US GOVERNMENT END USERS
	
15.  If Licensee is a branch or agency of the United States Government, the following provision applies. The Software is comprised of �commercial computer software� and �commercial computer software documentation� as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).
If a Product is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights to the Product and accompanying documentation will be only as set forth in this Agreement; and in accordance with FAR 52.227-14 Rights in Data-General, "Restricted Rights," any equivalent agency regulation or contract clause, or such applicable successor provisions.  IDFC is the manufacturer of the Product.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its choice of law provisions.

COMPLIANCE WITH THE LAWS

16.  Licensee will comply with all applicable laws and regulations concerning its use of the Software, including without limitation all applicable export and import control laws and regulations. In particular, Licensee will not export or re-export the Software or the Documentation without all required government licenses.

JURISDICTION

17.  This Agreement will be governed by the laws of the State of Delaware in the United States of America, without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. The federal and state courts for New Castle County, Delaware will have exclusive jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and Licensee hereby irrevocably waives any objection to the jurisdiction of such courts over any such dispute, claim or controversy. If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party without IDFC�s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. IDFC will have the right to assign this Agreement without consent to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. This Agreement is the complete and exclusive statement of the agreement between IDFC and Licensee and supersedes any proposal or prior agreement, oral or written, and any other communications between Licensee and IDFC in relation to the subject matter of this Agreement.

NON U.S. PURCHASES

18. In the event Licensee acquires a license for the Product outside of the United States, the Licensee Agrees to abide by the Copyright Laws governed by the United States.  IDFC shall abide by the consumer laws of the foreign entity.

CONTACT INFORMATION

19.  If Licensee has any questions about this Agreement, or if Licensee needs to contact IDFC  for any reason, please direct all correspondence to: 2207 Concord Pike #359, Wilmington, DE 19803 USA, Attn: Legal Department.
Licensee acknowledges that this license has been read and understood and by selecting the ["I accept the terms of the License Agreement "] radio button, licensee accepts its terms and conditions.  Licensee also agrees that this license (including any order form referencing this Agreement and any terms relating to third party software which are set forth below this Agreement) constitutes the complete Agreement between the parties regarding this subject matter and that it supersedes any information licensee has received relating to the subject matter of this Agreement, except that this Agreement (excluding the third party terms below) will be superseded by any written Agreement, executed by both licensee and CA, granting licensee a license to use the product.  This Agreement may only be amended by a written Agreement signed by authorized representatives of both parties.

By using this software, you acknowledge that you and your organization accept the terms and conditions of this Agreement as set forth above.