screen-scraper License Agreement

YOUR AGREEMENT TO THIS LICENSE

After reading this agreement carefully, if you ("Customer") do not agree to all of the terms of this End-User License Agreement ("EULA"), you may not use this Software (hereafter referred to as "Software Product"). Unless you have a different license agreement signed by ekiwi, LLC (hereafter referred to as "ekiwi") that covers this copy of the Software Product, your use of this Software Product indicates your acceptance of this EULA. All updates to the Software Product shall be considered part of the Software Product and subject to the terms of this EULA. Changes to this EULA may accompany updates to the Software Product, in which
case by installing such update Customer accepts the terms of the EULA as changed. The EULA is not otherwise subject to addition, amendment, modification, or exception unless in writing signed by an officer of both Customer and ekiwi. A software license and a license key ("Software Product License"), issued to a designated user only by ekiwi, is required for each concurrent user of the Software Product. By explicitly accepting this EULA you are acknowledging and agreeing to be bound by the following terms:

1. EVALUATION PERIOD

This Software Product may be used in conjunction with a free evaluation Software Product License. You may use the evaluation copy of the Software Product for only thirty (30) days in order to determine whether to purchase the Software Product, after which the Software Product will cease to function. ekiwi bears no liability for any damages resulting from use of the Software Product, and has no duty to provide any support before or after the expiration date of an evaluation license.

2. GRANT OF NON-EXCLUSIVE LICENSE

You may not tamper with, alter, or use the Software Product in a way that disables, circumvents, or otherwise defeats its built-in licensing verification and enforcement capabilities. You may not modify or create derivative copies of the Software Product or this EULA. All rights not expressly granted to you are retained by ekiwi.

ekiwi grants the non-exclusive, non-transferable right for a single user to use this Software Product. Each additional concurrent user of the Software Product must obtain an additional Software Product License. You may install the Software Product on as many computer systems as desired, so long as two copies of the same Software Product License never come into concurrent use.

3. INTELLECTUAL PROPERTY

The Software Product is owned by ekiwi and is protected by international copyright laws and treaties, as well as other intellectual property laws and treaties. You must not remove or alter any copyright notices on any copies of the Software Product. This Software Product copy is licensed, not sold. You may not use, copy, or distribute the Software Product, except as granted by this EULA, without written authorization from ekiwi. ekiwi reserves all intellectual property rights, including copyrights, patents, and trademarks.

4. TRANSFERABILITY

Customer may not rent, lease, lend, or in any way distribute or transfer any rights in this EULA or the Software Product to third parties without ekiwi's written approval, and subject to written agreement by the recipient of the terms of this EULA.

5. PROHIBITION ON REVERSE ENGINEERING AND DECOMPILATION

You may not reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software Product or Software Product License except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

6. INDEMNIFICATION

You hereby agree to indemnify ekiwi against and hold harmless ekiwi from any claims, lawsuits, liabilty or other losses that arise out of your breach of any provision of this EULA.

7. THIRD PARTY SOFTWARE

Any software provided along with the Software Product that is associated with a separate license agreement is licensed to you under the terms of that license agreement (which license is provided with the Software Product). This license does not apply to those portions of the Software Product.

8. SUPPORT SERVICES

ekiwi may provide you with support services related to the Software Product. Use of any such support services is governed by ekiwi policies and programs described in online documentation and/or other ekiwi-provided materials.

As part of these support services, ekiwi may make available bug lists, planned feature lists, and other supplemental informational materials. ekiwi makes no warranty of any kind for these materials and assumes no liability whatsoever for damages resulting from any use of these materials. Furthermore, you may not use any materials provided in this way to support any claim made against ekiwi.

Any supplemental software code or related materials that ekiwi provides to you as part of the support services, in periodic updates to the Software Product or otherwise, is to be considered part of the Software Product and is subject to the terms and conditions of this EULA.

With respect to any technical information you provide to ekiwi as part of the support services, ekiwi may use such information for its business purposes without restriction, including for product support and development. ekiwi will not use such technical information in a form that personally identifies you without first obtaining your permission.

9. TERMINATION

This EULA terminates on the date of the first occurrence of either of the following events: (1) The expiration of one (1) month from written notice of termination from Customer to ekiwi; or (2) One party materially breaches any terms of this EULA or any terms of any other agreement between Customer and ekiwi, that are either uncorrectable or that the breaching party fails to correct within one (1) month after written notification by the other party.

10. NO WARRANTIES

YOU ACCEPT THE SOFTWARE PRODUCT AND SOFTWARE PRODUCT LICENSE "AS IS," AND EKIWI MAKES NO WARRANTY AS TO ITS USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EKIWI DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.

11. LIMITATION OF CONSEQUENTIAL DAMAGES

NEITHER EKIWI NOR ANYONE INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF EKIWI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. IN NO EVENT SHALL EKIWI'S LIABILITY FOR ANY DAMAGES EXCEED THE PRICE PAID FOR THE LICENSE TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF CLAIM. EKIWI SHALL IN NO WAY BE HELD LIABLE OR RESPONSIBLE FOR ANY UNLAWFUL OR ILLEGAL USE OF THE SOFTWARE PRODUCT, INCLUDING, BUT NOT LIMITED TO, THE EXTRACTION AND USE OF COPYRIGHTED DATA FROM EXTERNAL SOURCES (E.G. WEB PAGES). THE PERSON USING THE SOFTWARE BEARS ALL RISK AND RESPONSIBILITY AS TO THE USE, QUALITY, AND PERFORMANCE OF THE SOFTWARE.

12. HIGH RISK ACTIVITIES

The Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, including, but not limited to, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, and weapons systems, in which the failure of the Software Product, or any software, tool, process, or service that was developed using the Software Product, could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, ekiwi and its suppliers and licensors specifically disclaim any express or implied warranty of fitness for High Risk Activities. You agree that ekiwi and its suppliers and licensors will not be liable for any claims or damages arising from the use of the Software Product, or any software, tool, process, or service that was developed using the Software Product, in such applications.

13. GENERAL

This EULA is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements.

This EULA shall be governed by the laws of the State of Utah. Exclusive jurisdiction and venue for all matters relating to this EULA shall be in courts located in the State of Utah, and you consent to such jurisdiction and venue. If any action is brought by either party to this EULA against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

You acknowledge that, in the event of your breach of any of the foregoing provisions, ekiwi will not have an adequate remedy in money or damages. ekiwi shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. ekiwi's right to obtain injunctive relief shall not limit its right to seek further remedies.

There are no third party beneficiaries of any promises, obligations or representations made by ekiwi, LLC herein. Any waiver by ekiwi, LLC of any violation of this EULA by you shall not constitute or contribute to a waiver of any other or future violation by you of the same provision, or any other provision, of this EULA.

14. CONTACT INFORMATION

If you have any questions about this EULA, or if you want to contact ekiwi for any reason, please direct correspondence to [email protected].