ERGONOTICS SAS

End User License Agreement

This End User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) and ERGONOTICS SAS, a French Corporation (the “Company”) regarding the use of Company’s software entitled Convex, version 1.0, including any accompanying user documentation provided in written, “online” or electronic form (the “Software”).

BEFORE YOU CLICK ON THE “I AGREE” BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I AGREE” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “QUIT” BUTTON AND THE SOFTWARE WILL EXIT.

Grant of License. This Agreement permits you to use one copy of the specified version of the Software, for internal purposes only, on up to three computers, and only by one user, at a time. If you have purchased multiple licenses for the Software, then at any time you may have as many copies of the Software in use as you have licenses. The Software is “in use” on a computer when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer.

Copyright. The Software is owned by Company or its suppliers or licensors and is protected by French copyright laws and international treaty provisions. Therefore, you may not use, copy, or distribute the Software without authorization. You may (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the Software, nor print copies of any user documentation provided in “online” or electronic form.

Restrictions. You may not rent, lease, or loan the Software, but you may transfer your rights under this Agreement permanently, provided you transfer this Agreement, the Software and all accompanying printed materials, retain no copies, and the recipient agrees to the terms of this Agreement. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Software.

NO OTHER WARRANTIES. THE SOFTWARE IS SOLD “AS IS” AND COMPANY MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. YOU ASSUME ALL RESPONSIBILITY FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PROVIDES THE SOFTWARE AS IS AND WITH ALL FAULTS, AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT WITH RESPECT TO THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION OR CORRESPONDENCE TO DESCRIPTION WITH REGARD TO THE SOFTWARE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

NO LIABILITY FOR CONSEQUENTIAL OR OTHER DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

U.S. Government-Restricted Rights. The Software is deemed to be “commercial computer Software” and “commercial computer Software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

General. This Software is deemed to be acquired in the United States. This Agreement shall be governed by the laws of the State of California and in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and state courts in Santa Clara County, California. Notwithstanding the foregoing, if this Software is otherwise deemed to be acquired in any other country, then local law may apply. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Agreement is the entire agreement between you and Company and supersedes any other communications or advertising with respect to the Software. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. In the event of a conflict between the English language version of this Agreement and a foreign language version of this Agreement that was translated from the English language version, the English language version shall govern.

Should you have any questions concerning this Agreement, or if you desire to contact Company for any reason, please contact: Ergonotics (info@ergonotics.com)