LICENSE AGREEMENT, CLICK-WRAP END USER



IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND 

ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END-

USER LICENSE AGREEMENT ("EULA"). YOU WILL BE ASKED TO 

REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THE 

EULA. YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE UNLESS 

AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.



            This EULA is a binding legal agreement between you and Merscom 

LLC (hereinafter "Licensor") for the materials accompanying this EULA, including the 

accompanying computer software, associated media, printed materials and any "online" or 

electronic documentation (hereinafter the "Software"). By installing the Software, you 

agree to be bound by the terms of this EULA. If you do not agree to the terms of this 

EULA, do not install or attempt to use the Software.



1.         Grant of License

            The Software is protected by copyright laws and international copyright treaties, 

as well as other intellectual property laws and treaties. The Software is licensed, not sold. 

This EULA grants you the following rights:



            A.         You may install, use, access, display and run only one copy of the 

Software, on a single computer, workstation or terminal ("Computer"). The primary user 

of the Computer on which the Software is installed may make a second copy for his or 

her exclusive use for archival purposes only.



            B.         You may store or install a copy of the Software on a storage device, such 

as a network server, used only to run the Software on your other Computers over an 

internal network. You must, however, acquire a license for each separate Computer on 

which the Software is run, displayed or utilized from the server or similar device. A 

license for the Software may not be shared or used concurrently on different Computers.



            C.         Your license rights under this EULA are non-exclusive. All rights not 

expressly granted herein are reserved by Licensor.



            D.         You may not sell, transfer or convey the Software to any third party 

without Licensor's prior express written consent.



2.         Price and Payment

            If you have not previously paid the license fee for the Software, then you must 

pay the license fee within the period indicated in the applicable invoice sent to you by 

Licensor.



3.         Support Services

            This EULA is a license of the Software only, and Licensor does not assume any 

obligation to provide maintenance, patches or fixes to the Software. Licensor further 

disclaims any obligation to provide support or to prepare and distribute modifications, 

enhancements, updates and new releases of the Software.



4.         Replacement, Modification and/or Upgrades

            Licensor may, from time to time, and for a fee, replace, modify or upgrade the 

Software. When accepted by you, any such replacement or modified Software code or 

upgrade to the Software will be considered part of the Software and subject to the terms 

of this EULA (unless this EULA is superceded by a further EULA accompanying such 

replacement or modified version of or upgrade to the Software).



5.         Termination

            You may terminate this EULA at any time by destroying all your copies of the 

Software. Your license to the Software automatically terminates if you fail to comply 

with the terms of this agreement. Upon termination, you are required to remove the 

Software from your computer and destroy any copies of the Software in your possession.



6.         Copyright



            A.         All title and copyrights in and to the Software (including but not limited 

to any images, photographs, animations, video, audio, music and text incorporated into 

the Software), the accompanying printed materials, and any copies of the Software, are 

owned by Licensor or its suppliers. This EULA grants you no rights to use such content. 

If this Software contains documentation that is provided only in electronic form, you may 

print one copy of such electronic documentation. Except for any copies of this EULA, 

you may not copy the printed materials accompanying the Software.



            B.         You may not reverse engineer, de-compile, disassemble, alter, duplicate, 

modify, rent, lease, loan, sublicense, make copies of, create derivative works from, 

distribute or provide others with the Software in whole or part, transmit or communicate 

the application over a network.



7.         Export Restrictions



            You may not export, ship, transmit or re-export software in violation of any 

applicable law or regulation including but not limited to Export Administration 

Regulations issued by the U. S. Department of Commerce.



8.         Disclaimer of Warranties



            LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE "AS IS" 

AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER 

WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR 

STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED 

WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A 

PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF 

NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO 

WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF 

NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR 

PERFORMANCE OF THE SOFTWARE IS WITH YOU.



9.         Limitation of Damages



            TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN 

NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY 

CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE 

OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY 

RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND 

WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY 

OR OTHERWISE, EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN 

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF 

DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS 

ESSENTIAL PURPOSE.



10.       Arbitration



            Any dispute arising under this EULA will be subject to binding arbitration by a 

single Arbitrator with the American Arbitration Association (AAA), in accordance with 

its relevant industry rules, if any. The parties agree that this EULA will be governed by 

and construed and interpreted in accordance with the laws of the State of North Carolina. 

The arbitration will be held in North Carolina. The Arbitrator will have the authority to 

grant injunctive relief and specific performance to enforce the terms of this EULA. 

Judgment on any award rendered by the Arbitrator may be entered in any Court of 

competent jurisdiction.



11.       Severability



            If any term of this EULA is found to be unenforceable or contrary to law, it will 

be modified to the least extent necessary to make it enforceable, and the remaining 

portions of this Agreement will remain in full force and effect.



12.       No Waiver



            No waiver of any right under this EULA will be deemed effective unless 

contained in writing signed by a duly authorized representative of the party against whom 

the waiver is to be asserted, and no waiver of any past or present right arising from any 

breach or failure to perform will be deemed to be a waiver of any future rights arising out 

of this EULA.



13.       Entire Agreement



            This EULA constitutes the entire agreement between the parties with respect to its 

subject matter, and supersedes all prior agreements, proposals, negotiations, 

representations or communications relating to the subject matter. Both parties 

acknowledge that they have not been induced to enter into this EULA by any 

representations or promises not specifically stated herein.

By clicking the "I accept" button below, you agree to the terms of this EULA.

