eVSM End User License Agreement

GumshoeKI CORPORATION LICENSE AGREEMENT

This License and Distribution Agreement ("Agreement") is made and entered into by and between GumshoeKI CORPORATION, an Ohio corporation, at 7577 Central Parke Blvd, Suite 316, Mason, OH 45040 ("GumshoeKI"), and Licensee that agrees and accepts the following terms and conditions of this Agreement where indicated below.

Recitals

GumshoeKI is the owner and/or authorized licensor of the software products and associated documentation, as described in Exhibit A (the "GumshoeKI Software").

Licensee wishes to license the Software, in object code form, solely in accordance with the terms of this Agreement.

License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY, THEN CLICK EITHER ACCEPT... OR DO NOT ACCEPT... BY CLICKING "ACCEPT," YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, CLICK "DO NOT ACCEPT" AND DO NOT USE THIS SOFTWARE.

1. License. GumshoeKI, Inc. ("GumshoeKI") hereby licenses to you the GumshoeKI software and any documentation accompanying this License whether on disk, in read only memory, on any other media or in any other form on the terms and conditions set forth herein. You own the media on which the GumshoeKI Software is recorded but GumshoeKI retains all right, title and interest in and to the GumshoeKI Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. The GumshoeKI Software in this package and any copies which this License authorizes you to make are subject to this License. You acknowledge that your possession, installation, or use of the GumshoeKI Software does not transfer to you any title to the intellectual property in the GumshoeKI Software, and that you will not acquire any rights to the GumshoeKI Software except as expressly set forth in this License. You agree that any copies of the GumshoeKI Software!
will contain the same proprietary notices that appear on and in the GumshoeKI Software.

2. Term. This License is valid for the purchased version of the software and provided you agree to the terms of this License. Notwithstanding the foregoing, your rights under this License will terminate automatically without notice from GumshoeKI if you fail to comply with any of the terms hereof. Upon termination, you shall destroy all copies of the GumshoeKI Software in your possession.

3. Permitted Uses and Restrictions. This License allows you to install and use the GumshoeKI Software on a single computer. This License does not allow the GumshoeKI Software to exist on more than one computer at a time. You may make one copy of the GumshoeKI Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original. Except as expressly permitted in this License, you may not decompile, reverse engineer, disassemble, modify, rent, lease, loan, sublicense, distribute or create derivative works based upon the GumshoeKI Software in whole or part or transmit the GumshoeKI Software over a network or from one computer to another. This License may not be transferred from the Licensee enterprise to another enterprise.

4. Disclaimer of Warranty on GumshoeKI Software. You expressly acknowledge and agree that use of the GumshoeKI Software is at your sole risk. THE GumshoeKI SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND GumshoeKI, its affiliates and distribution partners EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. GumshoeKI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GumshoeKI SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE GumshoeKI SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE GumshoeKI SOFTWARE WILL BE CORRECTED. FURTHERMORE, GumshoeKI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE GumshoeKI SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNE!
SS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GumshoeKI SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE GumshoeKI SOFTWARE PROVE DEFECTIVE, YOU (AND NOT GumshoeKI) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING GumshoeKI PRODUCTS OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GumshoeKI'S NEGLIGENCE.

5. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL GumshoeKI, OR ITS DEVELOPERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR DISTRIBUTION PARTNERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE.

6. High Risk Activities. The GumshoeKI Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). GumshoeKI, its affiliates and distribution partners expressly disclaim any express or implied warranty of fitness for High Risk Activities.

7. Export Law Assurances. You may not use or otherwise export or re-export the GumshoeKI Software except as authorized by United States law and the laws of the jurisdiction in which the GumshoeKI Software was obtained. In particular, but without limitation, the GumshoeKI Software may not be exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the GumshoeKI Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

8. Controlling Law and Severability. This Agreement shall be construed and controlled by the laws of the State of Ohio, and Licensee consents to exclusive jurisdiction and venue in the federal courts sitting in Hamilton County, Ohio, unless no federal subject matter jurisdiction exists, in which case Licensee consents to exclusive jurisdiction and venue in the Superior Court of Hamilton County, Ohio. Licensee waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either party in the manner authorized by applicable law or court rule. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

9. Government Use. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

10. General. All notices and requests in connection with this Agreement shall be deemed given as of the day they are (a) transmitted via electronic mail with a copy deposited in the mails, postage prepaid, certified or registered, return receipt requested, or (b) sent by overnight courier, charges prepaid, with a confirming fax; and addressed as follows:

To GumshoeKI: GumshoeKI Corporation, 7577 Central Parke Blvd, Suite 316, Mason, OH 45040 Attention: Dilesh Patel Phone: (513) 378-9701

Copy to: Cors & Bassett, Attorneys at Law Attention: William Kohlhepp, esq. Fax: (513) 852-8222

11. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the GumshoeKI Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by GumshoeKI.

Exhibit A (the "GumshoeKI Software")

As used in this Agreement, the term "Software" means GumshoeKI's Caper™ software, eVSM™ software, eA3™ software, VisPatent™ software, VisProof™ software, and eKaizen™ software along with any documentation provided therewith. 

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