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NORLINX END USER LICENSING AGREEMENT

By installing or using the Norlinx Systems, LLC (“Norlinx”) Global Site Management software (“Software”) you indicate your agreement to the terms of this End User License Agreement (“Agreement”).  If you do not agree to the terms herein, you are not authorized to install, copy or use the Software.  The Software, including all images, icons, and text incorporated in the Software, are owned by Norlinx and are protected by United States copyright laws and international treaty provisions.  Except to the extent expressly licensed herein, all rights are reserved to Norlinx and its suppliers. 

ATTENTION:  USE OF THE SOFTWARE IS SUBJECT TO THE TERMS SET FORTH BELOW.  USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS.  IF YOU DO NOT ACCEPT THESE TERMS YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE.

1. LICENSE GRANT

Subject to the terms of this Agreement, Norlinx grants you a non-exclusive, non-transferable, royalty-free, worldwide right and license to use the executable version of the Software solely for your internal business purposes, where “use” in this Agreement means storing, loading, installing or executing the Software.  You may not modify the Software or disable any licensing or control features of the Software. You may copy the software for archival purposes so long as the copy is unmodified from the original distribution and the copy retains all of the original Software’s proprietary notices.

2. OWNERSHIP & CONFIDENTIALITY

All rights, title, ownership, intellectual property rights and interest in and to the Software are the sole and exclusive property of Norlinx and its suppliers. You acknowledge that the Software is protected by copyright and other intellectual property laws and international treaties and agree to abide by all laws, regulations and treaties in regard thereto. All rights not expressly granted by Norlix in this Agreement are hereby reserved. Your license confers neither title to nor ownership in the Software and is not a sale of any rights in Norlinx. No license is given to you under any patent or patent application of Norlinx. You acknowledge that the Software contains proprietary and confidential property of Norlinx or its suppliers. You agree to keep confidential, not to disclose to a third party and not to use other than in the permitted performance of this Agreement any information of Norlinx, including information regarding the Software, that you know or reasonably should know is confidential to Norlinx.

3. COPIES AND ADAPTATIONS

Other than as provided in the License Grant section of this agreement, you may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized use of the Software. You must reproduce all copyright notices in the original Software on all copies or adaptations.

4. RESTRICTIONS

Except to the extent expressly permitted under applicable law or this Agreement, you may not (i) modify or create any derivative works based on the Software; (ii) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Software, or in any way ascertain, decipher, or obtain any underlying ideas or algorithms of the Software; (iii) redistribute, encumber, rent, lease, loan, use for timesharing, sublicense, assign, or otherwise transfer rights to the Software or make any similar commercial use of the Software; (iv) reproduce, republish, display, frame, distribute or transmit the Software; (v) utilize the Software for any unlawful purpose; (vi) copy, reproduce, resuse in another product or service, modify, alter or display in any manner any software or files, or parts thereof, included as part of the Software; (vii) disclose the results of any benchmarking of the Software, or use the results for your own competing software development activities; (viii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software. Any use in violation of this Section 4 shall immediately terminate your license to the Software.

5. NO DISASSEMBLY, RECOMPILATION OR DECRYPTION

You may not disassemble or decompile the Software unless prior written consent is obtained from Norlinx. In some jurisdictions, Norlinx consent may not be required for limited disassembly or decompilation.  Upon request for consent, you will provide Norlinx with reasonably detailed information regarding any disassembly or decompilation. You may not decrypt the Software unless decryption is an essential step in the authorized use of the Software. If you have obtained a source code version of this program, you may use the unmodified binary executable in accordance with this Agreement, but source code for the Software is not covered by this Agreement. Source code is provided exclusively as an educational service and you agree that all responsibility for all use of source code is yours alone and that Norlix assumes no responsibility for any use of source code by you. 

6. NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORLINX AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTY FOR THE SOFTWARE.  THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. THIS LIMITATION SHALL APPLY REGARDLESS OF THE BASIS OF THE CLAIM OR WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

7. NO LIABILITY FOR DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NORLINX NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THIS SOFTWARE, EVEN IF NORLINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NORLINX’S LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE LICENSE FEE, IF ANY, PAID BY YOU DIRECTLY TO NORLINX FOR USE OF THE SOFTWARE OR ANY LICENSE FEE RECEIVED BY NORLINX FOR THE USE OF THE SOFTWARE IF PURCHASED THROUGH AN AUTHORIZED THIRD PARTY. Notwithstanding anything contained herein to the contrary, no action arising out of or related to this Agreement, regardless of form, may be brought by you more than twelve (12) months after the facts giving rise to the cause of action are known to the you.

8. CUSTOMER REMEDIES

YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE, AT NORLINX OPTION, REPLACEMENT OF THE SOFTWARE OR REFUND OF PART OR ALL OF THE LICENSE FEE, IF ANY, PAID BY YOU FOR THE SOFTWARE.

9. INDEMNIFICATION

This Software is intended for use with data, media, files, and content for which you have sufficient rights to, authority for, or ownership of. It is your responsibility to ascertain whether copyrights, patents, or other licenses are needed for the content that you use in conjunction with this Software. You agree to hold harmless, indemnify and defend Norlinx, its officers, directors, employees and third party suppliers against any loss, damage, fine, or expense including attorney’s fees arising out of or related to any claim that you have used this Software in violation of applicable laws, rules or regulations in your jurisdiction and/or arising out of related to your use of the Software or any breach by you of this Agreement. It is your responsibility to abide by the laws, rules or regulations of whichever jurisdiction you reside in.

10. TERMINATION

This Agreement shall continue for the duration of Norlinx's copyright in the Software, unless earlier terminated as provided herein. Norlinx may terminate your license immediately without notice to you for your failure to comply with any of the terms set forth in this Agreement. Upon termination, you must immediately destroy the Software, together with all copies, adaptations and merged portions thereof in any form. Obligations to pay accrued charges or fees shall survive the termination of this Agreement.

11. ASSIGNMENT AND NON-ASSIGNMENT

You may not assign this Agreement. Any authorized assignment shall be null and void.

12. EXPORT REQUIREMENTS

You may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.

13. U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and any accompanying documentation have been developed entirely at private expense. They are delivered and licensed as “commercial computer software.”  If this Software is acquired under the terms of a DOD or civilian agency contract, use, reproduction or disclosure of the Software by the Government is subject to the restrictions set forth in this Agreement in accordance with 48 C.F.R. 227.7202 or 48 C.F.R. 12.212, respectively.

14. NO PARTNERSHIP OR JOINT VENTURE

No joint venture, partnership, employment or agency relationship exists between you and Norlix as a result of this Agreement or your use of the Software.

15. GOVERNING LAW AND FORUM

ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION, CONSTRUCTION, VALIDITY, EFFECT, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NORTH CAROLINA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NORTH CAROLINA. EACH OF THE PARTIES HERETO HEREBY (I) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OR ARBITRATOR LOCATED IN THE STATE OF NORTH CAROLINA FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT; (II) AGREES THAT THE SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PERSON’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT, ARBITRATION OR PROCEEDING IN THE STATE OF NORTH CAROLINA WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION AS SET FORTH HEREIN IN THE IMMEDIATELY PRECEDING CLAUSE (I); AND (III) IRREVOCABLY AND UNCONDITIONALLY WAIVES (AND AGREES NOT TO PLEAD OR CLAIM) ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT, ARBITRATION, OR PROCEEDING ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT OR ARBITRATRION HEARING LOCATED IN THE STATE OF NORTH CAROLINA, OR THAT ANY SUCH ACTION, SUIT, ARBITRATION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM

16. GENERAL TERMS

If any portion of this Agreement is found to be void or unenforceable, the remaining provisions will remain in full force and effect. No changes to this Agreement will be binding unless in writing and signed by both you and Norlinx.

Unless otherwise expressly agreed in writing, this Agreement constitutes the sole and exclusive agreement between you and Norlinx with regard to the Software, and supersedes all prior agreements, whether oral or written, and other communications (including any conflicting or additional terms contained in any purchase order or elsewhere) between the parties relating to the subject matter set forth herein.

If you have any questions regarding this License Agreement or if you wish to request any information from Norlinx, please contact the firm at the address below.

Address: 130 Mosswood Blvd., Youngsville NC, 27596

Technical Support: 919-556-6638      APPLICABLE RATES WILL APPLY FOR TECHNICAL SUPPORT NEEDS

Copyright © 2017 Norlinx Systems LLC.. All rights reserved. Norlinx Systems LLC Global Site Management branded products or services are copyright and trademarks of Norlinx Systems LLC.