THIS IS NOT FREE SOFTWARE.

IMPORTANT: CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE PROCEEDING. USE OF THIS SOFTWARE INDICATES CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

IF THE CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, PROMPTLY DESTROY THE SOFTWARE, DOCUMENTATION, AND ANY SUPPORTING MATERIALS PROVIDED TO THE CUSTOMER IN CONJUNCTION WITH THE SOFTWARE.

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity), herein referred to as the Customer, and the Author of this Software ("Nooksoft, LLC") for the Software "Cādocon" (or "Cādocon Pro" or other editions of "Cādocon"), 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 original Software provided to the Customer.

By installing, copying, or otherwise using the Software, the Customer agrees to be bound by the terms of this EULA. If the Customer does not agree to any of the terms of this EULA, the Customer is not permitted to use the Software in any way, and all copies of it must be deleted from the Customer's system(s) and destroyed.

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Nooksoft, LLC or its suppliers own the title, copyright and other intellectual property rights in the Software. The Software is licensed, not sold. The Customer will not sell, loan, lease, copy, reverse engineer, modify, or give any part of the Software, its source code, compiled code, documentation, related files or any other part of the Software. The Customer will not disclose any trade secrets of the Software or Nooksoft, LLC. The Customer will use the Software only on the computer(s) that is(are) authorized by Nooksoft, LLC. The Software is the sole property of Nooskoft, LLC. The copyright for the Software is owned by Nooksoft, LLC.

1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:
   1. Documentation shall mean help files, manuals, flow charts and other documentation, regardless of the media type, pertaining to the use of the Software and made available to Customer by Nooksoft, LLC.
   2. Fees shall mean the Software license fees and all other fees or charges arising under this Agreement.
   3. License Key or License File shall mean a numerical or alphanumerical code or physical device necessary to gain access to or operate certain Software on certain media as delivered by Nooksoft, LLC hereunder.
   4. Support shall have the meaning set forth in the Section "SOFTWARE MAINTENANCE, UPDATES AND DISCONTINUATION"
   5. Term shall have the meaning set forth in the Section "TERM AND TERMINATION"
   6. Upgrades shall mean any subsequent release of Software (including maintenance patches, new releases or new versions for any Software) provided to Customer by Nooksoft, LLC.
2. LICENSE GRANTS AND LIMITATIONS. Nooksoft, LLC grants the Customer the rights described in this EULA provided that the Customer complies with all the terms and conditions of this EULA.
1. General Software License Grant. In consideration of any Fees (if applicable), and subject to all the terms and conditions of this Agreement, Nooksoft, LLC hereby grants to Customer, and Customer hereby accepts, a personal, nonexclusive, nontransferable, nonsublicensable, revocable (as specified below) license during the Term under Nooksoft, LLC's intellectual property rights in the Software to use one (1) copy of the Software (per license key purchased) solely for its internal business purposes in compliance with the other restrictions set forth herein and all applicable laws. The Software may only be copied, in whole or in part, as may be necessary and incidental for archival purposes or to replace a worn or defective copy.
1. Trial/Demo Version (No costs). Use of the Software without purchase of a License shall be limited to evaluation purposes only. The Customer may use the Software for evaluation purposes for a period of 30 days from the date of installation. At the end of this period, the Customer must either purchase a license to continue using the software, or remove all copies of the Software from the Customer's system(s). The unlicensed version of the Software occasionally shows an About Box at startup with information on how to purchase licenses for the Software. This About Box is not shown in the licensed version. The Customer may use the PDF files generated using the unlicensed version.
2. Beta Version (No costs). Use of the Software without purchase of a License shall be limited to evaluation purposes only. The Customer may use the Software for evaluation purposes until such date decided upon by Nooksoft, LLC. At the end of this period, the Customer must either purchase a license to continue using the software, or remove all copies of the Software from the Customer's system(s). The unlicensed version of the Software occasionally shows an About Box at startup with information on how to purchase licenses for the Software. This About Box is not shown in the licensed version. The Customer may make use of the PDF files generated using the unlicensed version. The date chosen for the end of the beta period is at the sole discretion of Nooksoft, LLC and may be changed by Nooksoft, LLC at any time with or without notice.
3. Full Version. The Customer must pay a license fee to Nooksoft, LLC to install and use a full version of the Software. The license fee is stated on the Nooksoft, LLC website and may change from time to time with or without notice. Each fee paid covers the use of the Software on a single computer at the Customer's business location. The Customer may continue to use the Software for as long as the Customer complies with the terms and conditions of this License Agreement.
2. Documentation License. Subject to all the terms and conditions of this Agreement, Nooksoft, LLC hereby grants to Customer, and Customer hereby accepts, a nonexclusive, nontransferable, nonsublicensable license during the Term under Nooksoft, LLC's intellectual property rights in the Documentation to use and copy the same in support of Customer's licensed use of the Software. The Customer may make any number of copies of the Documentation (either in hard copy or electronic form) provided that such copies shall be used only for internal purposes and are not republished or distributed externally.
3. Hardware ID or License Key/File. The Software is licensed per specific unique single computer. A unique key that identifies a specific unique single computer and allows the Customer to use the Software beyond the free trial or beta period ("License Key") may be purchased from the Nooksoft, LLC website, which is currently http://www.nooksoft.net. A License Key may be purchased for a single specific computer only. A License Key is further categorized by feature set (such as Standard Edition or Pro Edition). A price list at the website http://www.nooksoft.net details pricing for all license options. These prices may change from time to time with or without notice. Upon purchase of a License Key, Nooksoft, LLC hereby grants the Customer a non-exclusive, non-transferable license to use the Software with the applicable feature set. Each computer so licensed must be owned by the Customer for use of the Software solely for Customer's internal business operations and benefit, and for no other purpose whatsoever.
   
   The Customer shall be responsible for maintaining the License Key in a safe location and is specifically prohibited from distributing the License Key, intentionally or unintentionally, to any third party not authorized by this License Agreement. Upon loss or distribution of the License Key, Customer shall be required to pay a reinstatement fee at Nooksoft, LLC's discretion.
4. Transfer of License to Different computer owned by the Customer. As stated in this License Agreement, the Software license is non-transferable. This includes (but is not limited to) moving the Software from one computer to another. However, at the discretion of Nooksoft, LLC, if the Customer wishes to move the Software to a different computer that is also owned and operated by the Customer in the same location, the Customer MUST first "un-register" the Software ("invalidate" the license key) from the original computer and provide proof to Nooksoft, LLC that this has been done. It is at the discretion of Nooksoft, LLC to decide whether or not to grant an additional license for the new computer. This decision is based on whether or not Nooksoft, LLC feels that the Software has been successfully removed from the original computer.
5. No Refunds. Under no circumstances shall refunds be granted for fees paid to Nooksoft, LLC. All sales are final.
6. Acknowledgment of Beta Testing. If the Customer is using a Beta Test version of the Software the Customer and Nooksoft, LLC acknowledge and agree that the beta version of the Software provided hereunder may contain bugs, defects and errors and that such Software is not expected to function fully upon installation. Customer understands that such beta Software should not be used in a production environment where such errors could have a material adverse effect upon Customer's systems or business, and Customer assumes all risks related to its use of such Software.
7. Software Delivery. The Software and any associated materials are provided in electronic format only. The Customer is responsible for downloading the Software from the Nooksoft, LLC website: http://www.nooksoft.net. Upon purchase Nooksoft, LLC shall deliver to the Customer an electronic license key which will enable the Software to function in the purchased license capacity.
8. Reservation of Rights. Nooksoft, LLC reserves all rights not expressly granted herein.
3. SPECIFIC INFORMATION REGARDING CONVERTING FILES.
   1. TIFF file images come in many formats and can contain corruption. This process is outside of the control of the Software. Due to this fact, there may be at times pages that do not convert.
   2. This License Agreement shall in no way be construed as authorization by Nooksoft, LLC to allow the Customer to receive, download, read, use or distribute Social Security documents from the Social Security Administration (SSA). Nooksoft, LLC is not an agent of SSA and is not authorized to grant permission to the Customer to receive, download, read, use or distribute Social Security documents from SSA. Nothing in this License Agreement shall be construed as granting such permission.
4. TERM AND TERMINATION.
   1. Term. This Agreement shall commence upon installation of the Software, regardless of version, edition or license type, and continue until termination.
      1. Beta Test Term. If this is a Beta Test Version, Nooksoft, LLC hereby grants the Customer a non-exclusive, non-transferable, limited license to use the Software free of charge until a date to be chosen by Nooksoft, LLC (Beta Test Period End Date). License to use the Software beyond the Beta Test Period End Date may be revoked by Nooksoft, LLC at any time with or without notice. The Beta Test Period End Date is at the sole discretion of Nooksoft, LLC. Use of the Software beyond the Beta Test Period End Date requires the purchase of a License Key as described in Section 2c (Hardware ID License Key/File). Use of the Software beyond the Beta Test Period End Date without purchase of a License Key is a violation of U.S. and international copyright laws.
         
         The Beta Test version of the Software is free of charge only until the Beta Test Period End Date. That the Beta Test version is free of charge has no bearing whatsoever on what Nooksoft, LLC will charge for the use The Software in the future or after it is in production.
      2. Trial/Demo Term. Nooksoft, LLC hereby grants the Customer a non-exclusive, non-transferable, limited license to use the Software free of charge for a period of 30 days. Use of the Software beyond the 30 day trial period requires the purchase of a License Key as described Section 2c (Hardware ID License Key/File). Use of the Software beyond the 30 day trial period without purchase of a License Key is a violation of U.S. and international copyright laws.
      3. Full Version Term. If the Customer purchased a License Key as described in Section 2c (Hardware ID License Key/File), Nooksoft, LLC hereby grants the Customer a non-exclusive, non-transferable, license to use the Software on a single computer, other conditions of this agreement notwithstanding. One license key must be purchased for EACH computer on which the Customer wishes to run the Software. Use of the Software (unless it is a Trial, Demo or Beta version and the conditions of those versions are met as described above) without purchase of a License Key is a violation of U.S. and international copyright laws. Once the Software has been installed on a computer, it may not be installed on any other computer, or transferred to another computer, unless the use or transfer occurs for a computer being permanently removed from service to a computer being acquired as a replacement.
      4. Upgrades. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to the Customer on a license exchange basis. The Customer agrees by the Customer's installation and use of such copy of the Software to voluntarily terminate the Customer's earlier EULA and that the Customer will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is otherwise valid according to the terms of this EULA.
   2. Termination. Nooksoft, LLC may terminate this Agreement and all licenses granted hereunder upon written notice if Customer breaches this Agreement and fails to correct such breach within thirty (30) days after written notice specifying the breach. If Customer permanently discontinues use of any Software, the licenses for such Software shall terminate.
      
      The Customer may at anytime terminate this Agreement by destroying the program and documentation and all copies thereof. Nooksoft, LLC also reserves the right to terminate this Agreement if the Customer fails to comply with any of the terms and conditions contained herein. Should Nooksoft, LLC terminate this Agreement because of the Customer's failure to comply, the Customer agrees to destroy or return to Nooksoft, LLC the Software and documentation and any copies, including partial copies, in any and all forms, received from Nooksoft, LLC or generated in connection with this Agreement.
   3. Effect of Termination. Upon termination of this Agreement, all licenses granted to Customer hereunder shall immediately terminate. Termination of this Agreement or any Software license by Nooksoft, LLC shall not limit Nooksoft, LLC from pursuing any other remedies available to it, including injunctive relief, nor shall such termination release Customer from any obligation to pay all Fees that have accrued under this Agreement up to the date of termination. The Parties' rights and obligations under Sections "Proprietary Rights", "Confidential Information", "No Reverse Engineering", "Proprietary Notices", "INTELLECTUAL PROPERTY RIGHTS", "DISCLAIMERS AND LIMITATIONS", "LIMITATION OF LIABILITY", "INDEMNITY", "Essential Basis of Bargain", "MISCELLANEOUS" shall survive termination of this Agreement. If this Agreement or any license granted under this Agreement expires or otherwise terminates, Customer shall (a) immediately cease using the applicable Software or Documentation, and (b) certify to Nooksoft, LLC within ten (10) days of expiration or termination that Customer has destroyed or returned to Nooksoft, LLC the Software and all copies thereof remaining in Customer's possession. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials.
5. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
   1. General. The Software and Documentation are valuable, proprietary and unique, and Customer is bound by and shall observe its proprietary nature. Customer shall take the actions necessary to fulfill its obligations hereunder by instruction or agreement with its employees or agents that are permitted access to the Software or Documentation (whose confidentiality obligations must survive termination of such employment or agency).
   2. No Implied Licenses. The Parties acknowledge and agree that, (a) except for the license grants expressly set forth herein, Nooksoft, LLC exclusively owns all right, title and interest in and to the Software and the Documentation, including all intellectual property rights therein and thereto; and (b) Customer acquires no rights or licenses therein or thereto except those expressly granted herein. Any use, modification or distribution of the Software or Documentation by Customer outside the scope of the licenses granted is expressly prohibited.
   3. Proprietary Rights. Title to and ownership of the Software and Documentation (including any portion, modification, translation or derivative thereof, even if unauthorized) and all applicable rights in patents, copyrights, trade secrets, and other proprietary rights therein or related thereto are and shall remain the exclusive property of Nooksoft, LLC, whether or not specifically recognized or perfected under the laws of the United States or a foreign jurisdiction. Customer shall not acquire any right in the Software or Documentation except the limited rights specified in this Agreement, or take any action that jeopardizes Nooksoft, LLC's proprietary rights. Nooksoft, LLC will own all rights in any copy, translation, modification, adaptation, or derivation of the Software, including any improvement or development thereof, whether or not made with the assistance or input of Customer or its agents, and whether or not authorized by Nooksoft, LLC. At the request of Nooksoft, LLC, Customer shall execute and deliver to Nooksoft, LLC any instrument that may be appropriate to assign these rights to Nooksoft, LLC or perfect these rights in Nooksoft, LLC's name.
   4. Confidential Information. Certain information and materials supplied by Nooksoft, LLC with the Software, such as the Documentation, are confidential or proprietary trade secrets and Nooksoft, LLC furnishes them solely to assist Customer in the installation, operation and use of the Software. Customer must not reproduce, copy or disclose such information except as is reasonable and necessary to properly use the Software.
   5. No Reverse Engineering. Customer hereby acknowledges that the Software contains valuable trade secret and confidential information of Nooksoft, LLC. Customer shall not, and shall not knowingly permit others to, (a) modify the Software or (b) decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to obtain or create source or other human-readable code for the Software or any part thereof.
   6. Proprietary Notices. Customer shall ensure that each copy it makes of the Software or Documentation contains the same copyright, trademark or other proprietary notices that appear on or in the same as provided by Nooksoft, LLC to Customer and as otherwise reasonably required by Nooksoft, LLC. The Customer may not remove any proprietary notices or labels on the Software.
   7. Unauthorized Distribution or Copying. Customer shall not, and shall not knowingly permit others to (a) lease, license, sublicense, transfer or assign any of its rights under this Agreement, (b) sell, rent, or distribute the Software (or any part thereof), including providing access to the Software or using the Software to operate a service bureau or on a timesharing basis, or (c) use, copy, duplicate or otherwise reproduce all or any part of the Software or Documentation, other than in strict accordance with this Agreement. Any breach of the foregoing will be considered a material breach of this Agreement that is incapable of cure.
   8. Administrative Convenience. Customer acknowledges and agrees that Nooksoft, LLC may, as a matter of administrative convenience, deliver to Customer software ("Unlicensed Software") other than Software licensed to Customer, including, e.g., in cases where a particular CD-ROM contains both Software licensed to Customer and software not licensed to Customer. Customer has no license to, and shall not, access or use or permit any third party to access or use Unlicensed Software.
   9. Payment. For the rights and license granted in this EULA the Customer will pay Nooksoft, LLC the currently published retail price available at nooksoft.net or another mutually agreed upon amount to appear on a valid invoice.
   10. Taxes. The license fees and any other amounts payable pursuant to the terms and conditions herein are exclusive of all national, state, regional, local municipal or other taxes and fees including, but not limited to, excise, sales, use, property, ad valorem, intangibles, goods and services and value added taxes, customers duties and registration fees, now in force or enacted in the future, and all such taxes and fees, except taxes based on Nooksoft, LLC's net worth, capital or net income, shall be paid directly by the Customer, or if paid by Nooksoft, LLC, the Customer will reimburse Nooksoft, LLC.
   11. Failure to Pay. Customer acknowledges that its failure to pay timely any of the Fees, or any portion thereof, shall be a material breach of this Agreement for which Nooksoft, LLC may, in addition to pursuing all other remedies, terminate both this Agreement and any licenses granted hereunder.
   12. Acceptance. Customer shall be deemed to have accepted the Software on the Commencement Date. All copies made by Customer hereunder shall be deemed accepted upon acceptance of the first copy delivered to Customer hereunder.
   13. Derived Works. The Customer agrees not to develop works that offer similar functionality as the Software, expose the features of the Software for use by an unlicensed third party. For a period of six (6) months from the date of purchase, the Customer agrees not to create Software that might directly compete with Nooksoft, LLC products at the time of the purchase.
6. SOFTWARE MAINTENANCE, UPDATES AND DISCONTINUATION.
   1. Nooksoft, LLC may, in its sole discretion, provide technical support, updates and/or supplements of the Software and/or related information ("Updates") to the Customer hereunder, in which case such Updates shall also be deemed to be included in the Software and therefore governed by this EULA, unless other terms of use are provided by Nooksoft, LLC with such Updates.
   2. For a period of one year following the PURCHASE DATE (not the installation date and not the license date) of the Software, updates and new versions are free of costs.
   3. In order to receive program updates after the first year it is necessary to pay a renewable annual maintenance fee of 50% based on the latest Software price ( see http://www.nooksoft.net for the latest posted price). By paying the annual maintenance fee the license holder is entitled to receive all program updates for another year.
   4. Nooksoft, LLC is not obligated to, but may at its own option, provide free email support.
   5. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to the Customer on a license exchange basis. The Customer agrees by the Customer's installation and use of such copy of the Software to voluntarily terminate the Customer's earlier EULA and that the Customer will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is otherwise valid according to the terms of this EULA.
   6. Nooksoft, LLC reserves the right to discontinue the Software at any time, whether it is offered individually or as a part of a product suite.
7. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software and any copies of the Software that the Customer is expressly permitted to make herein) are owned by Nooksoft, LLC or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants the Customer no rights to use such content. All rights not expressly granted are reserved by Nooksoft, LLC.
8. LIMITATION OF LIABILITY.
   1. DISCLAIMERS AND LIMITATIONS. THE SOFTWARE, DOCUMENTATION AND SERVICES, IF ANY, ARE PROVIDED STRICTLY "AS IS", AND NOOKSOFT, LLC DOES NOT MAKE ANY WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR STATUTORY, AS TO ANY SOFTWARE, SUPPORT, PROFESSIONAL SERVICES, OR ANY MATTER WHATSOEVER. NOOKSOFT, LLC HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. NOOKSOFT, LLC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. NOOKSOFT, LLC SHALL NOT BE HELD LIABLE FOR ANY VIRUS, FIREWALL, LOSS OF DATA, SOFTWARE CONFLICTS OR SECURITY ISSUES THAT MAY ARISE IN CONNECTION WITH CUSTOMER'S USE OF THE SOFTWARE.
   2. LIMITATION OF LIABILITY. NOOKSOFT, LLC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, SAVINGS, REVENUE, USE, DAMAGED FILES OR DATA, OR BUSINESS INTERRUPTION, WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT, THE USE OR SUPPORT OF THE SOFTWARE, OR ANY MATTER WHATSOEVER, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL NOOKSOFT, LLC BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR FOR AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OR SUPPORT OF THE SOFTWARE, OR ANY MATTER WHATSOEVER, REGARDLESS OF WHETHER THE CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEEDING THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT, AND SHALL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES SPECIFIED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOOKSOFT, LLC BE HELD LIABLE FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS PRODUCT (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, OR DATA BEING RENDERED INACCURATE, OR LOSSES SUSTAINED BY THE CUSTOMER OR THIRD PARTIES, OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF NOOKSOFT, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   3. INDEMNITY. THE CUSTOMER AGREES TO HOLD NOOKSOFT, LLC HARMLESS AGAINST, AND AT THE CUSTOMER'S EXPENSE HANDLE AND DEFEND, ANY CLAIM AND DEFEND ANY THIRD PARTY SUIT BROUGHT AGAINST THE CUSTOMER BASED UPON AN ALLEGATION THAT ANY FILES (THE SOFTWARE) CREATED BY THE SOFTWARE CONSTITUTES AN INFRINGEMENT OF ANY INTERNATIONAL PATENT, OR ANY COPYRIGHT OR OTHER PROPRIETARY OR INTELLECTUAL PROPERTY RIGHT. THE CUSTOMER SHALL PAY ALL DAMAGES AND COSTS AWARDED IN SUCH SUIT. NOOKSOFT, LLC WILL INDEMNIFY, DEFEND AND HOLD THE CUSTOMER, AND/OR THE CUSTOMER'S AND/OR ITS AFFILIATED AND/OR SUBSIDIARY COMPANIES HARMLESS AGAINST ANY CLAIMS, LEGAL ACTIONS, LOSSES AND OTHER EXPENSES ARISING OUT OF OR IN CONNECTION WITH ANY CLAIMS THAT THE SOFTWARE OR THE SOFTWARE AND/OR RELATED DOCUMENTATION INFRINGES OR VIOLATES ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY ("CLAIM"), ON THE CONDITION THAT THE CUSTOMER NOTIFIES NOOKSOFT, LLC PROMPTLY OF THE CLAIM AND GIVE NOOKSOFT, LLC SOLE CONTROL OF THE DEFENSE AND NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE. IF THE CUSTOMER BECOMES, OR MAY BECOME, PROHIBITED FROM CONTINUED USE OF THE SOFTWARE BY REASON OF AN ACTUAL OR ANTICIPATED CLAIM, NOOKSOFT, LLC WILL USE ITS REASONABLE EFFORTS TO
      1. OBTAIN FOR THE CUSTOMER THE RIGHT TO USE THE SOFTWARE, OR
      2. REPLACE OR MODIFY SUCH SOFTWARE SO THAT IT IS NO LONGER SUBJECT TO A CLAIM, BUT PERFORMS THE SAME FUNCTIONS IN AN EQUIVALENT MANNER.
      3. IN THE EVENT THAT NOOKSOFT, LLC DETERMINES, IN ITS SOLE DISCRETION, THAT NEITHER (A) NOR (B) IS COMMERCIALLY REASONABLE, NOOKSOFT, LLC SHALL REFUND THE RESIDUAL VALUE OF THE LICENSE FEES PAID BY THE CUSTOMER FOR THE INFRINGING PRODUCT OR SOFTWARE, DEPRECIATED USING A STRAIGHT LINE METHOD OF DEPRECIATION OVER A FORTY-EIGHT MONTH PERIOD FROM THE DATE OF DELIVERY OF THE SOFTWARE TO THE CUSTOMER.
   4. Essential Basis of Bargain. The provisions of this Section 8 form an essential basis of the bargain between the Parties. Customer acknowledges and agrees that Nooksoft, LLC's willingness to provide the Software is due in part to the overall allocation of risk between the Parties, including by means of the provisions for limitation of liability and exclusive remedies described in this Agreement. A modification of such provisions would affect substantially such willingness. Customer therefore agrees to such allocation of risk and hereby waives any and all rights, through equitable relief of otherwise, to subsequently seek a modification of such provisions or allocation of risk.
9. MISCELLANEOUS.
   1. EULA Updates. Nooksoft, LLC may make updates and changes to this license agreement from time to time. Such changes will be posted on our website at http://www.nooksoft.net. Such changes or updates will become effective immediately. It is the Customer's responsibility to check the website for updates. If this EULA is provided with the Software installer, please visit our website to ensure have the most recent agreement. If the Customer elects not to be bound by the new license agreement the Customer must immediately destroy all copies of the Software and inform Nooksoft, LLC in writing within sixty (60) days of posting.
   2. Marketing. The Customer agrees to be identified as a customer of Nooksoft, LLC and that Nooksoft, LLC may refer to the Customer by name, trade name and trademark, if applicable, and may briefly describe the Customer's business in Nooksoft, LLC's marketing materials, on Nooksoft, LLC's web site, in public or legal documents. The Customer hereby grants Nooksoft, LLC a license to use the Customer's name and any of the Customer's trade names and trademarks solely pursuant to this marketing section. The Customer also grants Nooksoft, LLC a license to use any comments or feedback that the Customer has given Nooksoft, LLC, in Nooksoft, LLC's marketing materials, on Nooksoft, LLC's web sites, in public or legal documents.
   3. Export Restrictions. Customer agrees that neither the Software nor the Documentation will be exported directly or indirectly, separately or as part of a system, without first obtaining any required permissions from the U.S. Department of Commerce or any appropriate agency of the U.S. Government. The Parties agree not to take any actions that would cause either Party to violate the U.S. Foreign Corrupt Practices Act of 1997, as amended
   4. Government Customers. Software and Documentation are "commercial items," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and the Software and Documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) or 48 C.F.R. 227-7202-1 through 7202-4 (JUNE 1995), as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Software and Documentation are being licensed to U.S. Government Customers: (a) only as Commercial Items; and (b) with only those rights as are granted to all other customers pursuant to this Software License Agreement or the applicable Third Party License. Contractor/manufacturer is Nooksoft, LLC. Unpublished rights reserved under the copyright laws of the United States of America. The citations in this Section shall be deemed updated as necessary from time to time to reflect any successor provisions of the same import.
   5. Language of Agreement. The Customer agrees that this EULA be drafted in the English language.
   6. Remedies; Injunctive Relief. The Parties' rights and remedies are separate and cumulative. Customer acknowledges that its breach of the provisions of Sections "LICENSE GRANTS AND LIMITATIONS" or "TERM AND TERMINATION" may cause irreparable harm to Nooksoft, LLC, who shall therefore be entitled to injunctive relief to enforce such provisions, in addition to any other remedies available at law, in equity, or under this Agreement.
   7. Legal Expenses. In the event legal action is taken by Nooksoft, LLC to enforce its rights under this Agreement, all costs and expenses incurred by Nooksoft, LLC, including reasonable attorneys' fees and court costs, shall be paid by Customer.
   8. Notice. All notices under this Agreement, including notices of address change, shall be in writing and shall be deemed to have been given when sent by (1) registered mail, return receipt requested, or (2) a nationally recognized overnight delivery service (such as Federal Express), to the General Counsel of the appropriate Party at the relevant address first listed above, or to a Party's address as changed in accord with this Section "Notice".
   9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government, the validity of the remaining portions or provisions shall remain in full force and effect.
   10. Governing Law. This Agreement, and all matters arising under or related hereto, shall be governed according to the laws of the State of Michigan, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All litigation arising under or related to this Agreement shall be brought in a state or federal court located in metropolitan Detroit, Michigan, as permitted by law. Customer hereby consents to the personal jurisdiction of the above-referenced courts.
   11. No Waiver. No failure on the part of Nooksoft, LLC to exercise, and no delay in exercising, any right, power, or privilege shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The waiver by Nooksoft, LLC of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
   12. Assignment. Customer may not assign, by operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without Nooksoft, LLC's prior written consent. Any purported assignment in violation of this Section shall be void. Nooksoft, LLC may assign this Agreement and its rights and obligations hereunder to a successor in interest in its sole discretion. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
   13. Relationship of the Parties. No one Party is the agent of the other, and neither Party is authorized to act on behalf of the other Party.
   14. No Third-Party Beneficiaries. Except as may be set forth in Sections "Restrictions", "Disclaimers and Limitations" or "Limitation of Liability", no third party, including Customer's end-users, shall be deemed a third party beneficiary hereunder.
   15. Construction.
       1. All references in this Agreement to "Articles," "Sections" and "Exhibits" refer to the articles, sections and exhibits of this Agreement. The article and section headings and titles appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement or the interpretation hereof.
       2. As used in this Agreement, neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require.
       3. The words "hereof," "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision contained in this Agreement.
       4. The word "including" when used herein is not intended to be exclusive and means "including, but not limited to."
       5. Each of the Parties and their counsel have carefully reviewed this Agreement, and, accordingly, no rule of construction to the effect that any ambiguities in this Agreement are to be construed against the drafting party shall apply in the interpretation of this Agreement.
       6. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provide for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.
   16. Force Majeure. Except with regard to any obligation to pay money hereunder, neither Party hereto shall be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, act of sabotage, riot, accident, delay of carrier or supplier, limitations or delays inherent in the use of the internet, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond such Party's control. If any such contingency does occur, the time to perform an obligation under this Agreement affected thereby shall be deemed extended by the length of time such contingency continues.
   17. Entire Agreement. This Agreement, together with the Exhibits hereto, which are hereby incorporated herein by this reference, contain all the agreements, representations, and understandings of the Parties and supersedes any previous or contemporaneous proposals, negotiations, representations, understandings, commitments, or agreements, oral or written, with respect to the subject matter of this Agreement. No provision of this Agreement may be waived, modified or amended except in a writing signed by a duly authorized representative of each Party that expressly states the sections of this Agreement to be waived, modified or amended; no other act, usage, or custom shall be deemed to waive, modify or amend this Agreement. Each Party hereby waives any right it may have to claim that this Section or any other provision of this Agreement was subsequently modified other than in accordance with this Section.