END-USER LICENSE AGREEMENT FOR BASELINE SHIELD

IMPORTANT - READ CAREFULLY:

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and EAZ SOLUTION, INC. ("EAZ") for the software product, Baseline Shield included herewith, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE"). The SOFTWARE also includes any updates and supplements to the original SOFTWARE provided to you by EAZ.  Any software provided along with the SOFTWARE that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement.  By clicking on the "I agree" button below, you acknowledge that you have read and understood the following terms and agree to be bound by them, and, if you are an individual entering into this Agreement on behalf of an entity, you represent, warrant and covenant that your are authorized to enter into this Agreement on behalf of such entity, and bind such entity to the terms and conditions hereof.  If you do not agree to these terms, you should click on the "I do not agree" button, in which case: (1) if you received the SOFTWARE on magnetic media or CD-ROM, promptly return the unused SOFTWARE to the place from which you obtained it and you may obtain a refund in accordance with the refund policy of such place of purchase; or (2) if you received the SOFTWARE via download from an internet web site, then you must delete all of the downloaded files and you may obtain a refund in accordance with the refund policy of such internet web site.  By clicking "I agree" you also acknowledge that this agreement is the only agreement between you and EAZ regarding the SOFTWARE.
	
1. LICENSE. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  The SOFTWARE is licensed, not sold.  EAZ hereby grants to you a nonexclusive and nontransferable license to install and use the SOFTWARE on one (1) workstation, personal computer ("COMPUTER"); provided, however, that in the event that you have obtained a Multiple License Certificate from EAZ authorizing your installation and use of the SOFTWARE on multiple COMPUTERS, you are hereby granted that number of licenses to install and use the SOFTWARE on that number of COMPUTERS specified in the Multiple License Certificate, according to the terms and conditions of such Multiple License Certificate and this EULA.  Each separate person or business entity is required to obtain a separate license from EAZ for each Computer upon which the SOFTWARE will be utilized.  If the SOFTWARE is stored on a network server or other system that allows shared access to the SOFTWARE, you agree to limit use of the SOFTWARE to the number of individuals for which you have acquired a license (or Multiple License Certificate, as applicable) from EAZ.  In addition, you agree to provide technical or procedural methods to prevent use of the SOFTWARE by individuals not specifically licensed to use the SOFTWARE pursuant to this Agreement. 

2. RIGHTS AND LIMITATIONS.	
2.1 Ownership.  The SOFTWARE and any accompanying documentation are the products of EAZ SOLUTION, Inc.(EAZ) or its licensors and are protected under national laws and international treaty provisions. Ownership of the SOFTWARE and all copies shall at all times remain with EAZ or its licensors.
2.2 Restrictions on Use.   You are not permitted, and may not allow any third party, to modify, translate, reverse engineer, decompile, disassemble or create derivative works from the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.  You are not permitted, and may not allow any third party, to copy the SOFTWARE except as specifically provided by this EULA.  You may not sell rent, lease, lend or otherwise transfer the SOFTWARE on a temporary or permanent basis, or operate any time-sharing or service bureau arrangement involving the SOFTWARE.  The SOFTWARE is licensed as a single product.  Its component parts may not be separated for use on more than one COMPUTER.  You may receive the SOFTWARE in more than one medium.  Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single COMPUTER.  You may not install and/or operate the other medium on another COMPUTER.  After installation of one copy of the SOFTWARE pursuant to this EULA, you may keep the original media on which the SOFTWARE was provided by EAZ solely for backup or archival purposes.  If the original media is required to use the SOFTWARE on the COMPUTER, you may make one copy of the SOFTWARE solely for backup or archival purposes.  Except as expressly provided in this EULA, you may not otherwise make copies of the SOFTWARE.
2.3 Demos.  If the SOFTWARE is labeled as "Demo" then, notwithstanding other sections of this EULA, your use of the SOFTWARE is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the SOFTWARE.
2.4 Upgrades.  If the SOFTWARE is labeled as an upgrade, you must be properly licensed to use a product identified by EAZ as being eligible for the upgrade in order to use the SOFTWARE.  A SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade.  You may use the resulting upgraded product only in accordance with the terms of this EULA.  If the SOFTWARE is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE may be used and transferred only as part of that single product package and may not be separated for use on more than one COMPUTER.
2.5 Trademarks.  This EULA does not grant you any rights in connection with any trademarks or service marks of EAZ.
2.6 Support Services.  EAZ may provide you with support services related to the SOFTWARE ("SUPPORT").  Use of SUPPORT is governed by the EAZ policies and programs, in "online" documentation, and/or in other EAZ-provided materials.  Any supplemental information provided to you as part of the SUPPORT shall be considered part of the SOFTWARE and subject to the terms and conditions of this EULA.  With respect to technical information you provide to EAZ as part of the SUPPORT, EAZ may use such information for its business purposes, including for product support and development.

3. TERMINATION. Without prejudice to any other rights, this EULA shall automatically terminate if you fail to comply with the terms and conditions hereof.  You may also terminate this EULA at any time.  Upon the termination of this EULA for any reason, you must immediately cease all use of the SOFTWARE and destroy all copies of the SOFTWARE and all of its component parts

4. WARRANTY AND DISCLAIMER.
4.1 Limited Warranty for Software Products.  EAZ warrants that (a) the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of sixty (60) days from the date of your receipt of the SOFTWARE, and (b) any SUPPORT provided by EAZ shall be substantially as described in applicable written materials provided to you by EAZ, and EAZ support engineers will make commercially reasonable efforts to solve any problem issues.  This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication.  Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.  This warranty gives you specific legal rights.  You may also have other rights, which vary from state to state.  To the extent allowed by applicable law, implied warranties on the SOFTWARE, if any, are limited to sixty (60) days.
4.2 CUSTOMER REMEDIES.  In the case of any defective SOFTWARE, EAZ and its suppliers' entire liability and your exclusive remedy shall be, at EAZs option, either (a) that you may return the SOFTWARE, along with a copy of your receipt, to EAZ for a full refund of the price you paid for such SOFTWARE, if any, or (b) that EAZ will repair or replace the SOFTWARE upon its return to EAZ with a copy of your receipt.  Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
4.3 DISCLAIMER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EAZ AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.  Some jurisdictions limit or do not allow the exclusion of implied warranties, so some or all of the above exclusion may not apply to you.
4.4 LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EAZ OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF EAZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, EAZS ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $10.00; PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A EAZ SUPPORT AGREEMENT, EAZS ENTIRE LIABILITY REGARDING SUPPORT SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.  Some jurisdictions limit or do not allow the exclusion or limitation of liability, so some or all of the above limitation may not apply to you.

5. INDEMNIFICATION.  You agree to indemnify, defend, and hold EAZ, and its officers, directors, employees, licensors and other suppliers (each an "EAZ Associates") harmless from and against any and all damages, liabilities, costs, and expenses (including, without limitation, attorney's fees and expert witness fees) suffered or incurred by any EAZ Associates arising from or relating to any third party claims, demands, suits, or other legal actions resulting from or in connection with (i) your breach of any of your obligations under this EULA; or (ii) your use or inability to use the SOFTWARE PRODUCT.

6. MISCELLANEOUS.  This EULA shall, for all purposes, be construed, governed by and enforced solely and exclusively in accordance with the laws of the state of Texas, without giving effect to its conflict of law provisions or your actual state of residence.  You hereby agree that, except for actions regarding injunctive or other equitable relief as set forth below, the courts located in Dallas, Texas, USA, will constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with this EULA, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts and irrevocably waive any objections thereto.  You hereby irrevocably consent to service of process for all actions in such courts.  Any judgments obtained by such courts may be entered and enforced against you in any jurisdiction where your assets are located.  Notwithstanding the foregoing or any other provision of this EULA, EAZ may seek injunctive or other equitable relief to enforce or protect its rights hereunder in any court of competent jurisdiction that EAZ deems appropriate.  This EULA shall bind you and your successors and assigns but shall not be assignable, sub-licensable or delegable by you except with EAZs prior written consent.  Any such purported assignment, sublicense or delegation without such consent shall be void.  This EULA shall bind and benefit EAZ and its successors and assigns.  If any provision of this EULA is determined to be invalid or unenforceable to any extent when applied to any person or circumstance, the remainder of this EULA and the application of such provision to other persons or circumstances or to another extent shall not be affected and shall remain in full force.  No modification of this EULA will be effective unless it is communicated by a party in writing to the other party and agreed-to by such other party in writing, except that, in the case of your acceptance of a modification proposed by EAZ, such acceptance may be by clicking an "I AGREE" or similar button. No waiver of any of EAZs rights under this EULA will be effective unless in writing signed by EAZ, and such waiver is only effective for the specific instance referenced in such writing.  This EULA shall control over any conflicting provisions of any purchase order or other communication submitted by you for the SOFTWARE and EAZ hereby objects to any additional terms in any such purchase order or communication.  Except for payment of the applicable license fees, neither party shall be liable to the other under this EULA for any delay or failure to perform obligations under this EULA if such delay or failure arises from any cause(s) beyond such party's reasonable control, including by way of example labor disputes, strikes, acts of nature, floods, fire, lightning, utility or communications failures, earthquakes, vandalism, war, acts of terrorism, riots, insurrections, embargoes, or laws, regulations or orders of any governmental entity.  You agree to comply with all applicable rules, regulations, ordinances, and laws pertaining to your use of the SOFTWARE, including, without limitation, U.S. export laws.  This EULA constitutes the entire agreement between you and EAZ and supersedes any and all prior or contemporaneous written or oral agreements between the parties concerning the subject matter hereof.  
Should you have any questions concerning this EULA, or if you desire to contact EAZ for any reason, please contact EAZ SOLUTION, INC. at support@eazsolution.com.
