Software End User License Agreement

Subject to your compliance with this EULA, NGARi Corporation grants you a non-exclusive, non-transferable, limited license to install and use the NGARi software (the “Software”) on hardware that you own or control. The Software is licensed, not sold.

You may:

• Install and run the Software on a single hardware node per license seat.
• Use the Software for any lawful internal business or personal purpose.
• Receive updates and upgrades during the applicable subscription period or perpetual license upgrade term.

Subscription licenses are further governed by the Sovereign License Agreement. Perpetual licenses are further governed by the same agreement.

You may not:

• Redistribute, sublicense, rent, lease, or lend the Software to any third party.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.
• Modify, adapt, or create derivative works of the Software.
• Remove or alter any proprietary notices or labels on the Software.
• Use the Software to provide a commercial service to third parties unless you hold a valid Enterprise License.

The Software and all intellectual property rights therein are and remain the property of NGARi Corporation or its licensors. This EULA does not convey any ownership interest in the Software.

This license is effective until terminated. Your rights under this EULA terminate automatically without notice if you fail to comply with any term. Upon termination, you must cease all use of the Software and destroy all copies. Sections 3, 4, 6, 7, and 8 survive termination.

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NGARi DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NGARi CORPORATION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SOFTWARE. NGARi’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

This EULA is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws provisions. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

For questions about this EULA: [email protected]