1. Definitions.

1.1 “Appliance” means a hardware device, software or virtual appliance on which the Product may be or is Used pursuant to the terms herein.

1.2 “Authorized Partner(s)” means ZeOmega’s distributors, resellers, strategic partners, or other business partners.

1.3 “Documentation” means the then-current, generally available, written user manuals and online help and guides for Product.

1.4 “Licensee” means you as an individual or on behalf of the company, partnership, business you represent.

1.5 “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by ZeOmega.

1.6 “Product” means the ZeOmega Software provided by ZeOmega or an Authorized Partner.

1.7 “Quote” means a valid ZeOmega quote that provides pricing for the Product that Licensee may affirmatively acknowledge, execute, or issue a purchase order against to purchase the Product.

1.8 “Software” means (a) all of the contents of the files, CD-ROM(s), or other media (including electronic media) with which this Agreement is provided; or such contents as are hosted by ZeOmega or Authorized Partner(s); (b) any Updates; (c) any other software, if any, licensed to Licensee by ZeOmega or an Authorized Partner as part of a maintenance contract or service subscription; and (d) Documentation.

1.9 “Updates” means upgrades, updates, or any new version of Product that is made available without charge pursuant to the warranty for Product; or the Support Services for licensed Product, but does not mean a new Product.

1.10 “Use”, “Used” or “Using” means to access, install, download, copy or otherwise benefit from using the Product.

1.11 “ZeOmega” means ZeOmega, Inc., a Delaware corporation, with offices located at 6200 Tennyson Parkway, Suite 200, Plano, Texas 75024, USA.

2. License Grant.Subject to the payment of the applicable license fees (where applicable), and subject to the terms and conditions of this Agreement, ZeOmega hereby grants to Licensee a non-exclusive, non-transferable license to Use the Product subject to any restrictions or usage terms specified on the applicable price list, purchase agreement, and Product packaging included as part of the Documentation. Some third party materials included in the Product may be subject to other terms and conditions, which are typically found in a “Read Me” file or “About” file in the Product.

3. Term. This Agreement is effective for the term set forth in the Quote issued by ZeOmega (the “Term”). If Licensee issues a purchase order to an Authorized Partner in response to a valid Quote and the terms and conditions as set forth in the Quote, this Agreement or any agreement referred to therein conflicts with the terms and conditions included in the purchase order, then the terms and conditions specified in the Quote, this Agreement or any other agreement referred to therein shall control and any terms other than those confirming the terms on the Quote are invalid and void. Except for Evaluation Software, Beta Software or freeware, which is subject to Section 7 below, if no Term is included in the above-described materials, then the Term shall be for one (1) year from the date of purchase unless earlier terminated as set forth herein. This Agreement will terminate automatically if Licensee fails to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of this Agreement, Licensee must cease use of the Product and destroy all copies of the Product and the Documentation.

4. Updates. This license is limited to the version of the Product delivered by ZeOmega and does not include Updates, unless a separate maintenance contract is purchased or, alternatively, Licensee has purchased a service subscription that entitles Licensee to Updates as described in the Documentation. After the specified maintenance period or service subscription period has expired, Licensee has no further rights to receive any Updates without purchase of a new license to the Product.

5. Ownership Rights. The Product is protected by United States’ and other copyright laws, international treaty provisions and other applicable laws in the country in which it is being used. ZeOmega and its suppliers own and retain all right, title and interest in and to the Product, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Licensee’s possession, installation, or use of the Product does not transfer to Licensee any title to the intellectual property in the Product, and Licensee will not acquire any rights to the Product except as expressly set forth in this Agreement. Any copy of the Product and Documentation authorized to be made hereunder must contain the same proprietary notices that appear on and in the Product and Documentation.

6. Multiple Environment Product/Multiple Language Product/Dual Media Product/Multiple Copies/Bundles/Updates. If the Product supports multiple platforms or languages, if Licensee receives the Product on multiple media, if Licensee otherwise receive multiple copies of the Product, or if Licensee receives the Product bundled with other software, the total number of Licensee’s Appliances on which all versions of the Product is installed may not exceed the Permitted Number. If the Product is an Update to a previous version of the Product, Licensee must possess a valid license to such previous version in order to Use the Update. Licensee may continue to Use the previous version of the Product on Licensee’s Appliance after Licensee receives the Update to assist Licensee in the transition to the Update, provided that the Update and the previous version are installed on the same Appliance; the previous version or copies thereof are not transferred to another Appliance unless all copies of the Update are also transferred to such Appliance, and Licensee acknowledges that any obligation ZeOmega may have to support the previous version of the Product ends upon availability of the Update.

7. Evaluation Product Additional Terms. If the Product Licensee has received with this license has been identified as “Evaluation Software”, “Beta Software” or freeware, then the provisions of this section apply. To the extent that any provision in this section is in conflict with any other term or condition in this Agreement, this section shall supercede such other term(s) and condition(s) with respect to the Evaluation Software, Beta Software, or freeware, but only to the extent necessary to resolve the conflict. Licensee acknowledges that the Evaluation Software, Beta Software or freeware may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, Evaluation Software, Beta Software, or freeware is provided to Licensee "AS-IS", and ZeOmega disclaims any warranty or liability obligations to Licensee of any kind. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, ZeOmega’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF ONE THOUSAND DOLLARS (U.S. $1,000.00) IN TOTAL. Licensee acknowledges that ZeOmega has not promised or guaranteed to Licensee that freeware or Beta Software will be announced or made available to anyone in the future that ZeOmega has no express or implied obligation to Licensee to announce or introduce the Beta Software, and that ZeOmega may not introduce a product similar to or compatible with the Beta Software. Accordingly, Licensee acknowledges that any research or development that Licensee performs regarding the Beta Software or any product associated with the Beta Software is done entirely at Licensee’s own risk. During the term of this Agreement, if requested by ZeOmega, Licensee will provide feedback to ZeOmega regarding testing and use of the Beta Software, including error or bug reports; Licensee agrees to grant ZeOmega a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute, make derivative works and incorporate the feedback into any ZeOmega product at ZeOmega’s sole discretion. If Licensee has been provided the Beta Software pursuant to a separate written agreement, Licensee’s use of the Beta Software is also governed by such agreement. Upon receipt of a later unreleased version of the Beta Software or release by ZeOmega of a publicly released commercial version of the Beta Software, whether as a stand-alone product or as part of a larger product, Licensee agrees to return or destroy all earlier Beta Software received from ZeOmega and to abide by the terms of the End User License Agreement for any such later versions of the Beta Software. Licensee’s Use of the Evaluation or Beta Software is limited to 30 days and use of freeware is available for only so long as ZeOmega makes the freeware available unless otherwise agreed to in writing by ZeOmega. ZeOmega is under no obligation to continue providing freeware or to update such freeware.

8. Restrictions. Licensee may not sell, lease, license, rent, loan, resell or otherwise transfer, with or without consideration, the Product. If Licensee enters into a contract with a third party in which the third party manages Licensee’s information technology resources (“Managing Party”), Licensee may transfer all Licensee’s rights to Use the Product to such Managing Party, provided that (a) the Managing Party only Uses the Product for Licensee’s internal operations and not for the benefit of another third party; (b) the Managing Party agrees to comply with the terms and conditions of this Agreement, and (c) Licensee provides ZeOmega with written notice that a Managing Party will be Using the Product on Licensee’s behalf. Licensee may not permit third parties to benefit from the use or functionality of the Product via a timesharing, service bureau or other arrangement. Licensee may not reverse engineer, decompile, or disassemble the Product, except to the extent the foregoing restriction is expressly prohibited by applicable law. Licensee may not modify, or create derivative works based upon, the Product in whole or in part. Licensee may not copy the Product or Documentation except as expressly permitted in Section 1 above. Licensee may not remove any proprietary notices or labels on the Product. All rights not expressly set forth hereunder are reserved by ZeOmega.

9. Warranty and Disclaimer.

9.1 Limited Warranty. ZeOmega warrants that for ninety (90) days from the date of purchase of the Product set forth on the respective Quote, the Product will meet the specifications set forth in the Documentation provided by ZeOmega (“Specifications”).

9.2 End User Remedies. ZeOmega’s and its suppliers' entire liability and Licensee’s exclusive remedy for any breach of the foregoing warranty shall be, at ZeOmega’s option, either (i) return of the purchase price Licensee paid for the Product, or (ii) replacement of the Product that meets such Specifications . Licensee must return the defective media to ZeOmega at Licensee’s expense with a copy of Licensee’s invoice. This limited warranty is void if the defect has resulted from accident, abuse, or misapplication. Any replacement Product will be warranted for the remainder of the original warranty period. Outside the United States, this remedy is not available to the extent ZeOmega is subject to restrictions under United States export control laws and regulations.

9.3 Warranty Disclaimer. Except for the limited warranty set forth herein, THE PRODUCT IS PROVIDED "AS IS" AND ZeOmega MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. ZeOmega, ITS SUPPLIERS AND AUTHORIZED PATNERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT. WITHOUT LIMITING THE FOREGOING PROVISIONS, ZeOmega MAKES NO WARRANTY THAT THE PRODUCT WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL ZeOmega OR ITS AUTHORIZED PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR LOSS OF PROFITS, LOSS OF GOODWILL OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR GROSS NEGLIGENCE OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, APPLIANCE FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. IN NO EVENT SHALL ZeOmega OR ITS AUTHORIZED PARTNERS OR SUPPLIERS BE LIABLE FOR ANY DAMAGE IN EXCESS OF THE PRICE PAID FOR THE PRODUCT, IF ANY, EVEN IF ZeOmega OR ITS AUTHORIZED PARTNERS OR SUPPLIERS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation. Furthermore, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to Licensee. Nothing contained in this Agreement limits ZeOmega’s liability to Licensee for ZeOmega’s gross negligence or for the tort of fraud. ZeOmega is acting on behalf of its suppliers and Authorized Partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

11. Indemnity. ZeOmega will defend the Licensee from all third party claims, actions and lawsuits that are caused by the Product’s infringement of a copyright, trademark or patent under United States Law. ZeOmega’s obligations under this clause are subject to (i) Licensee providing ZeOmega with prompt written notice of any claim or lawsuit, (ii) ZeOmega having sole control of the defense and all negotiations for settlement or compromise thereof and (iii) Licensee reasonably cooperating in the defense of such claim or lawsuit. ZeOmega agrees to pay all settlements entered into by ZeOmega, judgments finally awarded against Licensee and all attorney’s fees and expenses for counsel hired by ZeOmega.  Licensee may elect to participate in any such action with counsel of its own choice and expense.  ZeOmega will have no liability if the alleged infringement is based upon: (i) a combination of non ZeOmega products, (ii) use for a purpose or in a manner not proscribed by ZeOmega, (iii) use of an older version of Product when use of a newer Product would have avoided infringement (iv) any modification not made with ZeOmega’s written approval or any modification made by ZeOmega due to Licensee’s specific instructions, or (v) any intellectual property right owned or license by Licensee, its end users or any of its/their affiliates. Licensee will indemnify, hold harmless and, upon ZeOmega’s request, defend ZeOmega against any third party claims, liabilities and expenses (including court costs and reasonable attorney’s fees) arising from or related to any failure by Licensee to comply with any provision of this EULA, Licensee’s intellectual property, or arising from or related to the acts or omissions of Licensee.

12. Notice to United States Government End Users. The Product and accompanying Documentation are 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 Product and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

13. Export Controls. Licensee acknowledges that the Product is subject to the export control laws and regulations of the United State of America (“US”), and any amendments thereof. Licensee shall not export or re-export the Product, directly or indirectly, to (i) any countries that are subject to US export restrictions; (ii) any end user known, or having reason to be known, will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the US export transactions by any federal agency of the US government. Licensee further acknowledges that Product may include technical data subject to export and re-export restrictions imposed by US law.

14. High Risk Activities. The Product 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 Product could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). ZeOmega EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

15. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of Delaware for Products delivered in North America, and (b) the laws of England and Wales for Products delivered outside of North America. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The State and Federal Courts of Delaware shall each have non-exclusive jurisdiction over all disputes relating to this Agreement for Products delivered in North America and the Courts in London, England shall non-exclusive jurisdiction over all disputes relating to this Agreement for Products delivered outside of North America.

16. Free Software. This Product may include some software programs that are licensed (or sublicensed) to the user under the GNU General Public License (GPL) or other similar software licenses, which among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof, and have access to the source code. The GPL requires that for any software covered under the GPL, which is distributed to someone in an executable binary format that the source code also be made available to those users. For any such software, the source code is made available in a designated directory created by installation of the Product or designated internet page. If any Free Software licenses require that ZeOmega provide rights to use, copy or modify a software program that are broader than the rights granted in this agreement, then such rights shall take precedence over the rights and restrictions herein.

17. Privacy. By entering into this Agreement, Licensee agrees that the ZeOmega privacy policy, as it exists at any relevant time, shall be applicable to Licensee. The most current privacy policy can be found on the ZeOmega web site at www.zeomega.com. By entering into this Agreement, Licensee agrees to the transfer of Licensee’s personal information to ZeOmega’s offices in the United States and other countries outside of Licensee’s own.

18. Collection of Certain System Information. ZeOmega employs certain applications and tools through its website and within the ZeOmega Product, to retrieve information about Licensee’s Appliance to assist us in the provision and support of Product that Licensee have chosen to subscribe to or use. This information is essential to enable us to provide Licensee with quality service and monitoring; and for these reasons, there is no opt-out available for this information collection.

19. Audit. ZeOmega may, at its expense and upon reasonable notice to customer during standard business hours audit customer with respect to its compliance with the terms of this Agreement.  Customer understands and acknowledges that ZeOmega utilizes a number of methods to verify and support software use by its customers.  These methods may include technological features of the ZeOmega software that prevent unauthorized use and provide software deployment verification, which will be automatically reported to ZeOmega.  In the event that ZeOmega requests a report for confirmation, customer will provide a system generated report verifying customer’s software deployment, such request to occur no more than four (4) times per year.  In the event that ZeOmega requires a physical audit, such audit shall be preceded by thirty (30) days written notice and shall occur no more than once per year unless otherwise required for compliance with applicable law.

20. Miscellaneous. This Agreement sets forth all rights for the user of the Product and is the entire Agreement between the parties. This Agreement supersedes any other communications, representations or advertising relating to the Product and Documentation, except for a duly executed written agreement between ZeOmega and Licensee for the Product. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of ZeOmega. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by ZeOmega. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

21. ZeOmega Customer Contact. If Licensee have any questions concerning these terms and conditions, or if Licensee would like to contact ZeOmega for any other reason, please write: ZeOmega Inc., Attention: Customer Service, 6200 Tennyson Parkway, Suite 200, Plano, Texas 75024, USA. Alternatively, Licensee may contact the local ZeOmega entity at the number listed at www.zeomega.com.