SPEC END-USER AGREEMENT

1. Software License

A. Configura grants to Customer a non-exclusive, non-transferable license to use the Software known as Spec, ("Software") and accompanying documentation. Customer understands that the license granted herein transfers neither title nor proprietary rights to Customer with respect to the Software as well as accompanying documentation and electronic subscription data referred to as "Catalogs."

B. Customer agrees to install this Software on any quantity of computers for one "Single Site" or physical location, and agrees NOT to use this Software and its accompanying documentation and Catalogs at more than one physical site or location.

i. Site License - Customer agrees to install this Software on any quantity of computers for one "Single Site" or physical location, and agrees NOT to use this Software and its accompanying documentation and Catalogs at more than one physical site or location.

ii. Single Seat License - Customer agrees to install this Software on only one computer at a time for one "Single Seat" and agrees NOT to use this Software and its accompanying documentation and Catalogs at more than one PC at a time.

C. Customer agrees to make no more than one (1) copy of this Software in machine-readable form solely for backup purposes, and that all proprietary notices are to be reproduced on the copy.

D. Customer agrees NOT to modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy (except for backup copy) the Software and/or accompanying documentation and Catalogs.

E. Customer agrees NOT to rent, transfer, loan, give use to, or grant any rights in the Software or accompanying documentation or Catalogs in any form to any person or party without the express written consent of ProjectMatrix.

F. Customer agrees NOT to remove any proprietary notices, labels, or marks on the Software or accompanying documentation. This license is not a sale nor does it grant ownership. Title and copyrights to this Software, accompanying documentation, and any copy made by Customer shall remain with ProjectMatrix. Unauthorized copying of the Software or accompanying documentation or failure to comply with the above restrictions will result in automatic termination of this License Agreement and will make available to ProjectMatrix other legal remedies.

 

2. License Fee

A. The License Fee for the Software plus the additional cost of the Catalogs, is payable before delivery of the Software. Customer agrees to pay all applicable taxes and/or duties by any taxing authority on the Software for its use, excluding any and all taxes based on the net income of Configura.

B. The License Fee is considered a subscription for Software, phone support, and manufacturer Catalogs updates. The fee as described above is for a subscription period of one (1) year from the date listed on the Agreement.

C. The Customer must be current with all subscription fees, add-on product fees, and/or service fees to be considered current with Configura. Subscription updates will not be forwarded unless Customer is current on all charges with Configura and any related companies.

D. Configura reserves the right to increase subscription fees only on a yearly basis. No increase will be forwarded during the middle of the subscription period. Subscription fees paid on the anniversary date shall be valid for the full term of the one (1) year subscription.

 

3. Warranties

A. All Catalogs and other electronic data provided to Configura by a manufacturer is the sole responsibility of the manufacturer. Configura and related companies only compile the data to the proper format as provided by each manufacturer. Any alterations by the Customer are strictly forbidden and become the sole responsibility of the Customer. Configura assumes no responsibility for any contents of any Catalogs.

B. Configura warrants that the Software will conform to the descriptions contained in any applicable Software documentation for a period of sixty (60) days from the date the customer first purchased the subscription. Configura will correct or replace any nonconformity which it receives written notice on during the warranty period. Configura's sole obligation and Customer's exclusive remedy for breach of warranty is the correction or replacement of the nonconformity.

C. Except as provided in paragraph 3B, neither Configura nor any agent or independent contractor soliciting sales of or performing services in conjunction with the Software offers any warranties or representations, express or implied, with respect to the contents of the Software, documentation, or accompanying computer software, and specifically disclaims any warranties, express or implied, of merchantability or fitness for any particular purpose. This document and accompanying Software is distributed on an "as is" basis, and Configura shall in no event be liable for direct, indirect, incidental, exemplary, punitive, or consequential damages resulting from any defect, error, or failure to perform.

D. Customer, whether an individual or single entity, is responsible for checking the validity and accuracy of all work and output created using the Software, and making any and all necessary corrections to the output before submitting it to any outside entity, including but not limited to, customers, associates and manufacturers.

 

4. Limitation of Liability

A. Configura shall not be liable for, and Customer hereby assumes the risk of, and shall indemnify and hold Configura harmless against, any claim, injury, loss, damage, or expense (including any reasonable

attorney fees), either direct or indirect, whether incurred, made, or suffered by Customer or any third party, in connection with or in any way arising out of the furnishing, performance, or use of the Software. Configura's liability for damages of any kind, regardless of the form of action or theory of liability, shall not exceed the amount of the current one (1) year license fee paid by the Customer for the Software, and shall not include any previous, expired subscription periods. In no event shall Configura be liable for direct, indirect, incidental, exemplary, punitive, or consequential damages resulting from any defect, error, or failure to perform.

 

5. Confidentiality

A. Customer acknowledges that the Software and its accompanying Catalogs data comprises and incorporates trade secrets and confidential knowledge which are the exclusive property of Configura. Customer shall hold the trade secrets and confidential information in trust and shall not disclose the trade secrets and confidential information to any third party for any reason except to its employees who require such knowledge in the ordinary course and course of their employment. Customer shall take all necessary action to insure that its employees comply with the confidentiality provisions of this Paragraph 5A. The obligations set forth in this Paragraph 5A shall survive termination of this Agreement.

B. Customer shall make no copies or duplicate programs of any component of the Software and accompanying documentation and Catalogs, except those copies and duplicates which are necessary for internal use, and do not conflict with Paragraphs 1A through 1F of this Agreement.

COPYRIGHT 1991-2013 PROJECTMATRIX INC. THIS PROGRAM CONTAINS CONFIDENTIAL INFORMATION, TRADE SECRETS, AND KNOWLEDGE WHICH IS THE SOLE PROPERTY OF PROJECTMATRIX CORPORATION, A FULLY OWNED SUBSIDIARY OF CONFIGURA, INC. THE RIGHT TO USE THIS PROGRAM IS FURNISHED UNDER A SOFTWARE LICENSE AND MAY BE ONLY USED AND COPIED IN ACCORDANCE WITH THE TERMS OF SUCH LICENSE. THIS PROGRAM AND ANY COPY THEREOF MAY NOT BE PROVIDED OR OTHERWISE MADE AVAILABLE TO ANY OTHER PERSON OR PARTY. NO TITLE OR OWNERSHIP OF THE PROGRAM IS HEREBY TRANSFERRED.

C. Customer recognizes and acknowledges that in the event of any breech of this Paragraph 5 (either actual or threatened by Customer), Configura's remedies at law shall be inadequate. Customer agrees that, in such event, Configura shall have the right of specific performance or injunctive relief, or both, in addition to any and all other remedies and rights at law or in equity and such rights and remedies shall be cumulative.

 

6. Term and Termination

A. This Agreement is effective from the date of receipt of any portion of the Software by the Customer, and shall continue until terminated by either party in accordance with the terms and conditions of Paragraph 6B.

B. Customer may terminate this Agreement at any time for any or no reason upon written notice to Configura. Configura may terminate this Agreement if Customer fails to comply with any of the terms and conditions of this Agreement. In the event of early termination, Customer is not entitled to any unused portion of the annual subscription fee.

C. Upon termination of this Agreement, Customer shall immediately cease using the Software and shall destroy or return the original and all copies, in whole or in part, in any form, of the Software and any related materials. Customer shall certify such action in writing to Configura within one (1) month after the termination date.

 

7. General

A. Assignability - Customer may not assign, sublicense or otherwise transfer its rights under this Agreement without the prior express written consent of Configura.

B. Amendments - No provisions of this Agreement may be modified except by a written document signed by duly authorized representatives of both parties.

C. Governing Law - This Agreement shall be governed and construed in accordance with the laws of the State of Ohio.

D. Entire Agreement - This Agreement represents the entire understanding between the parties and integrates by its terms all previous agreements and understandings, oral or written, between both parties. This document works in conjunction with, and shall not be superseded by the License Summary provided with the program documentation.