END USER LICENSE AGREEMENT

Last Updated: March 26, 2019

Copyright 2019 GPL Solutions, LLC.(dba GPL Technologies) All rights reserved.

Please read this End-User License Agreement (“Agreement”) carefully before downloading or using GPL Production Tools (“Application”).

By downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.

If you do not agree to the terms of this Agreement, do not download or use the Application

License

GPL Technologies (“GPL”) grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application solely for the specified project(s) and strictly in accordance with the terms of this Agreement.

Licensed, Not Sold

This Software product is licensed, not sold, to client. All references in the Statement of Work to the “purchase” of software products shall mean the purchase of a license to use the software products. Under no circumstances shall these terms constitute, or be construed to constitute, the sale or transfer of intellectual property.

No Implied Licenses

Except as expressly noted in the Statement of Work, nothing in this Agreement shall be deemed to imply any license, assignment or transfer of ownership of any intellectual property rights between the parties, and each party reserves all right, title and interest in all of its intellectual property rights.

Restrictions

You agree to use the Application strictly in accordance with the terms of this agreement and shall not:

  1. decompile, reverse engineer, dissemble, attempt to derive source code of, make use of any source code of, or decrypt the Application;

  2. Make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application;

  3. Violate any applicable laws, rules or regulations in connection with Your access or use of the Application;

  4. Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of GPL or its affiliates, partners, suppliers or the licensors of the Application;

  5. Use the Application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;

  6. Use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by GPL;

  7. license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party;

  8. use any proprietary information or interfaces of GPL or other intellectual property of GPL in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with this Application.

Modifications to Application

GPL reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

Term and Termination

License to use the Software Products is valid only during the term of this agreement unless otherwise agreed in writing by GPL.

GPL may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from GPL, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your desktop, laptop, server or other electronic device.

Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your desktop, laptop, server or other electronic device.

The Restrictions under this Agreement shall survive in perpetuity following any such termination. The terms and conditions of this Agreement shall also apply retroactively to Applications received prior to the signing of this Agreement.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Amendments to this Agreement

GPL reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 5 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

NO WARRANTY

DISCLAIMER. THIS SOFTWARE IS PROVIDED “AS IS” WITHOUT A WARRANTY OF ANY KIND. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. GPL MAKES NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE SOFTWARE AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULARPURPOSE. FURTHER, GPL DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, COMPATIBILITY OR UNINTERRUPTED OPERATION OF THE SOFTWARE, OR OTHERWISE; AND YOU RELY ON THE SOFTWARE AND THEIR RESULTS SOLELY AT YOUR OWN RISK. YOU ASSUME THE ENTIRE RISK AS TO THE SELECTION, USE, PERFORMANCE, QUALITY AND RESULTS OF AND RELIANCE UPON THE SOFTWARE. YOU AGREE NOT TO USE THE SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR. GPL EXPRESSLY DISCLAIMS THE UNIFORM COMMERCIAL CODE AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.