BaseVISor End User License Agreement

BY CLICKING THE "ENTER TO ACCEPT" BUTTON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE APPLICATION, AND EXIT NOW.

1. License Grant. VIStology, Inc. (the Licensor) hereby grants to you, and you hereby accept, a non-transferable, non-exclusive license to use the BaseVISor™ program and the accompanying User Documentation (herein referred to as the “SOFTWARE”, solely for academic or research use. You may not reverse engineer, decompile, or disassemble the Software. You may not rent or lease or lend the SOFTWARE.
   
2. Licensor's Rights. You acknowledge and agree that the SOFTWARE and the User's Manual are proprietary products of Licensor protected under U.S. copyright law. You further acknowledge and agree that all right, title, and interest in and to the SOFTWARE, including associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the SOFTWARE, but only a limited right of use revocable in accordance with the terms of this License Agreement.
   
3. License Fees. So long as the SOFTWARE is used solely for academic or research purposes, Licensor agrees to waive its customary license fees for such use.
   
4. Export Restrictions. You acknowledge that the SOFTWARE licensed under this EULA may be subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other government.
   
5. DISCLAIMER. THE SOFTWARE IS LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE THAT THE SOFTWARE IS: (1) PROVIDED AS IS AND WITH ALL FAULTS, AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU; and (2) that VIStology and its suppliers, affiliates, and agents MAKE NO, AND DISCLAIM ALL OTHER WARRANTIES OF EVERY NATURE, INCLUDING BUT NOT LIMITED TO: ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY PURPOSE OR OF SYSTEM INTEGRATION, OR CREATED BY TRADE USAGE OR COURSE OF DEALING; ALL DUTIES OF REASONABLE WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE, and; ANY (IF ANY) IMPLIED OR SIMILAR OBLIGATIONS REGARDING TRANSMISSION, AVAILABILITY, ACCURACY, FUNCTIONALITY OR LACK OF VIRUSES OR HARMFUL CODE. Also, THERE IS NO WARRANTY OF TITLE OR AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OR THE LIKE.
   
6. LIMITATION OF LIABILITY. Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the Software Application. IN NO EVENT SHALL LICENSOR BE LIABLE FOR:
   1. DAMAGES OR LOSS OF ANY NATURE WHATSOEVER RELATING TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR PRIVACY OR CONFIDENTIALITY, ANY INABILITY TO USE ALL OR PART OF THE SOFTWARE, PERSONAL INJURY, OR ANY FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF NEGLIGENCE, GOOD FAITH OR OF WORKMANLIKE EFFORT); OR
   2. INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE. THE FOREGOING APPLIES EVEN IF VISTOLOGY OR ANY SUPPLIER, AFFILIATE OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, MISREPRESENTATION OR OTHER REASON.
      
7. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE FULL EXTENT ALLOWED BY LAW, VISTOLOGY AND ITS SUPPLIERS, AFFILIATES AND AGENTS ARE NOT LIABLE FOR ANY:
   1. CONSEQUENTIAL OR INCIDENTAL DAMAGES;
   2. DAMAGES OR LOSS OF ANY NATURE WHATSOEVER RELATING TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR PRIVACY OR CONFIDENTIALITY, ANY INABILITY TO USE ALL OR PART OF THE SOFTWARE, PERSONAL INJURY, OR ANY FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF NEGLIGENCE, GOOD FAITH OR OF WORKMANLIKE EFFORT); OR
   3. INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE. THE FOREGOING APPLIES EVEN IF VISTOLOGY OR ANY SUPPLIER, AFFILIATE OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, MISREPRESENTATION OR OTHER REASON.
      
8. Trademark. BaseVISor™ is a trademark of Licensor. No right, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.
   
9. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Massachusetts. Any disputes arising under this License Agreement shall be heard and determined by any state or federal court of competent jurisdiction located in the Commonwealth of Massachusetts without regard to any contrary law concerning conflicts of laws.
   
10. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
    
11. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
    
12. U.S. Government Restricted Rights. The Software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software—Restricted Rights at 48 C.F.R. 52.227-19, as applicable. Manufacturer for such purpose is VIStology, Inc., 5 Mountainview Road, Framingham, MA 01701.
    
13. Submissions. Should you decide to transmit to Licensor’s website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant Licensor and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

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