END USER AGREEMENT

IMPORTANT – READ VERY CAREFULLY:  THIS RIVERLAND END-USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND RIVERLAND TECHNOLOGIES, LLC (“LICENSOR”) FOR THE RIVERLAND MATRIX SOFTWARE PRODUCTS, WHICH MAY INCLUDE ASSOCIATED SOFTWARE COMPONENTS, MEDIA, PRINTED MATERIALS, AND “ONLINE” OR ELECTRONIC DOCUMENTATIONS.  By any of the following acts, you (“License”) agree to license the Software and to become a party to, and be bound by all of the terms and conditions of, this Agreement:

            By clicking the acceptance button before downloading the Software;

            By installing, copying, or otherwise using the Software; or

            By opening the software packet containing the Software. 

If you do not agree to all of the terms and conditions of this Agreement, do not install or use the Software in any manner whatsoever, and the button indicating non-acceptance must be selected.  If the Software was purchased by you, you may return it to your place of purchase for a full refund.

(A) The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property law and treaties.

(B) This Agreement is a license agreement and not an agreement for the sale of software or services.  The Software is licensed, not sold. 

(C) This Agreement gives Licensee limited rights to use the Software and Related Materials described below and imposes upon Licensee certain obligations to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication.

1. DEFINITIONS.

In this Agreement the following words and phrases shall have the following respective meanings, unless the context otherwise requires:

(a) "Confidential Information" means any proprietary material or information belonging to Licensor, or to any third party to which Licensor owes a duty to maintain confidentiality, directly or indirectly placed by Licensor, or by third parties to which Licensor is related, into the possession of Licensee which material or information is not generally available to or used by others (except other persons to whom Licensor has granted licenses of the Software and Related Materials or part thereof) or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, and includes, without limitation, all business information, computer software and computer technology, whether or not it is patentable or copyrightable, which is acquired by or on behalf of Licensee from time to time and which, owing to the relationship between Licensor and Licensee, may become known to Licensee.

(b) "Copyrights" shall refer to all copyrights rights, copyright applications or copyright registrations or like protections for the Software or the Software and Related Materials and shall include future copyrights belonging to Licensor or any third party related to Licensor for improvements and modifications thereof, whether published or unpublished, and applications by Licensor for registration of copyrights for improvements and modifications thereof; (c) "Enhancements" means changes and/or improvements to the Software, whether arising out of the particular Software configuration for the specific use of Licensee or otherwise;

(d) "Errors" means, with regard to the Software, incorrect source code or object code or anything not in agreement with published Specifications or requested modifications;

(e) "Know-How" includes any technology, source code, object code, local area network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings, Specifications, application and modification Manuals and data relating to the design, manufacture, production, inspection, and testing of the Software, which are from time to time in Licensor's possession;

(f) "Manuals" means the programmer's manuals, the technical manuals and the user manuals and other similar documentation;

(g) "Modifications" means Enhancements and/or correction of Errors, and Modifications shall be deemed to have been accepted by Licensee upon the lapse of fifteen (15) days following successful installation of any Modifications unless Licensee notifies Licensor in writing prior to the lapse of such period that the Modifications in question do not conform to Specifications;

(h) "Related Materials" means any and all of the media, printed materials, user documentation, training documentation, “online” or electronic documentations, and confidential activation code for the Software supplied by Licensor to Licensee, that may include the Manuals;

(i) "Software", which includes the Know-How and, unless otherwise hereinafter set out to the contrary, any Modifications, includes all actual copies of all or any portion of the computer programs delivered by Licensor, inclusive of backups, error corrections, updates and merged copies either permitted by this Agreement or supplied subsequently by Licensor or any party related to Licensor; and

(j) "Specifications" means the functional performance parameters of the Software.

2. GRANT OF LICENSE AND RESERVATION OF OWNERSHIP.

Licensor hereby grants to Licensee a personal, non-exclusive, non-transferable non-assignable, non-sub-licensable license to install and use the Software and Related Materials pursuant to the terms of this Agreement solely for use by Licensee. Licensor retains title and exclusive ownership of any and all copies of the Software and Related Materials licensed hereby. Licensee agrees to use its best efforts to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication.

3. COPYRIGHT.

(a) The Software and Related Materials are owned by Licensor and are protected by U.S. copyright laws and applicable international treaties and/or conventions. Without limiting the prohibition on assignment contained elsewhere in this Agreement, Licensee acknowledges that Licensee’s rights to use the Software and Related Materials are personal to Licensee. Licensee therefore covenants not to permit the use of the Software and Related Materials by unauthorized persons and to use Licensee’s best efforts to prevent the exportation of the Software and Related Materials or any portion thereof into any country.

 (c) As to any Software and Related Materials which are or in the opinion of Licensor may become subject to a claim of infringement, Licensor, at its option, will obtain the right for Licensee to continue using the Software and Related Materials or replace or modify the Software and Related Materials so as to make it non-infringing. If none of the aforementioned alternatives are available on commercially reasonable terms, then Licensee agrees to return the Software and Related Materials to Licensor upon Licensor's written rights. Licensee acknowledges that the remedies set out in paragraph 9(b) hereof constitute the sole and exclusive remedy of Licensee for copyright infringement.

4. PERMITTED USES OF THE SOFTWARE AND RELATED MATERIALS.

As each configuration of central processing units and/or networked systems may be unique, Licensee agrees to conform Licensee's use of the Software to the particular Software configuration licensed by Licensor to Licensee. Said configuration is incorporated into this license agreement by reference, inclusive of Modifications created or approved by Licensor.

5. USES NOT PERMITTED.

Licensee covenants and agrees that it will not:

(a) whether in whole or in part, sell, rent, lease, sublease, license, sublicense, lend, time-share, transfer, assign or provide the use of or access to the Software and Related Materials, or any portion thereof, to any person;

(b) assign, mortgage, charge or otherwise encumber either the Software and Related Materials or its rights under this Agreement;

(c) reverse engineer, decompile, modify or disassemble the Software or associated Databases including Add, Edit, Delete or Debug functions;

(d) alter, modify or create any derivative works of the Software and Related Materials or any portion thereof;

(e) make additional copies of the Software and Related Materials or any portion thereof;

(f) obscure or remove any copyright, patent or trademark notices.

6. ASSIGNMENT.

Without limiting anything contained elsewhere in this Agreement, Licensee shall not assign this Agreement or any rights herein without the prior written consent of Licensor, which consent may be arbitrarily withheld. Any purported assignment without Licensor's consent shall be deemed to be null and void.

7. TERM.

 This Agreement will terminate automatically without notice if Licensee fails to comply with any provision of this Agreement. Upon termination of this Agreement, Licensee shall return to Licensor the Software and Related Materials, codes, Modifications and merged portions in any form. The parties agree that all provisions set out in this Agreement for the protection of Licensor and its Confidential Information, Copyrights and other intellectual rights shall remain in force notwithstanding termination of this Agreement. 

8. UPDATES.

Provided that Licensee is in compliance with the terms and conditions of this Agreement, Licensor agrees to make available to Licensee all updates, improvements and Enhancements for the Software, if any, at the then update fee schedule. Nothing herein shall be construed or interpreted as requiring Licensor to develop any such updates, improvements or Enhancements.

9. LIMITED WARRANTY.

(a) Licensor does not warrant that Licensee’s use of the Software and Related Materials will be uninterrupted or that the operation of the Software will be error-free or secure and hereby disclaims any and all liability on account thereof.  Licensor warrants that the Software, without Modifications, will substantially conform to the Related Materials for a period of ninety (90) days from the date acquired by Licensee. Licensor warrants that the media upon which the Software is provided, if provided by Licensor, and the Related Materials, if provided by Licensor, will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date acquired by Licensee.

 (b) During the warranty period as described in Section 9(a) above, Licensor's entire liability and Licensee's exclusive remedy shall, at Licensor's option, be one of the following:

(i) Licensor may attempt to correct or work around Errors;

(ii) Licensor may replace the Software and Related Materials;

(iii) Licensor may refund to Licensee the license fees, or part thereof, paid to Licensor upon return of the Software and Related Materials to Licensor or its authorized VAR;

(c)  Repaired, corrected, or replaced Software and Related Materials shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date of shipment to Licensee of the repaired or replaced Software.  Only if Licensee informs Licensor of Licensee’s problem with the Software during the applicable warranty period and provide evidence of the date Licensee acquired the Software will Licensor be obligated to honor this warranty described under this Section 9.  Licensor will use reasonable commercial efforts to repair, replace, advise or refund pursuant to the foregoing warranty within thirty (30) days of being so notified. 

(d) THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY OR CONDITION MADE BY LICENSOR.  LICENSOR EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT POSSIBLE BY LAW ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS.  NO VAR, DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS LIMITED WARRANTY.  If the media containing the Software is subject to accident, abuse, or improper use, or if Licensee makes any prohibited modifications to the Software during the warranty period, or if Licensee violates any term of this Agreement, then this warranty shall immediately and automatically terminate.  This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the hardware and software with which the Software was designed to be used. 

10.  LIMITATION OF LIABILITY. 

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF LICENSOR'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.

11.  EXPORT CONTROLS. 

The Software and Related Materials and all related technical information or materials are subject to export controls and are licensable under the U.S. Government export regulations.  Licensee will not export, re‑export, divert, transfer or dis­close, directly or indirectly the Software or any related technical information or materials without complying strictly with all legal requirements including without limitation obtaining the prior approval of the U.S.  Department of Commerce.  Licensee shall indemnify Licensor against any loss related to Licensee’s failure to conform to these requirements.

12.  U.S. GOVERNMENT RESTRICTED RIGRT.

Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer‑Restricted Rights clause at FAR 52.227‑19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227‑7013, and in similar clauses in the NASA FAR Supplement.  The licensor company is Riverland LLC., having its principal place of business at 3599 Old Brandon, Pearl, MS 39208 U.S.A. (“RT”),  If Licensee is a unit or agency of the Government or are acquiring the Software and Related Materials for any such unit or agency, the following apply:

            (a)  If the unit or agency is the Department of Defense ("DOD"), the Software and Related Materials are classified as "commercial computer software" and "commercial computer software documentation", respectively, and, pursuant to DFAR Section 227.7202, the Government is acquiring the Software and Related Materials in accordance with the terms of this agreement.

            (b)  If the unit or agency is other than DOD, the Software and Related Materials are classified as "commercial computer software" and "commercial computer software documentation", respectively, and pursuant to FAR Section 12.212, the Government is acquiring the Software and Documentation in accordance with the terms of this agreement.

13. CONFIDENTIALITY.

All Confidential Information, including the Know-How, shall be treated as confidential by Licensee and shall be used solely to enable Licensee to use the Software in accordance with this Agreement. Nothing contained herein shall prevent Licensee from making disclosure of any of the Confidential Information to any employee of Licensee for the sole purpose of utilizing the Software and Related Materials in accordance with this Agreement, provided that Licensee shall obtain from each employee to whom such disclosure is made a covenant of non-disclosure.

14. NO IMPLIED WAIVER.

No failure or delay by Licensor in enforcing any right or remedy in this Agreement shall be construed as a waiver of any future exercise of such right or remedy by Licensor.

15. CONFLICT OF DOCUMENTS.

Any conflict between the terms of this Agreement and any purchase order or other document in relation to the license granted hereby shall be resolved in favor of the terms of this Agreement.

16. EQUITABLE RELIEF.

Licensee acknowledges that any breach by it of any of the terms of this Agreement is likely to result in irreparable harm or damage to Licensor and that, in the event of such breach, in addition to any and all remedies at law, Licensor shall have the right to obtain an injunction, specific performance or other equitable relief to prevent the continuous violation of the terms of this Agreement.

17. GOVERNING LAW; VENUE.

This Agreement shall be construed in accordance with the laws of the State of Mississippi.  Venue shall be Rankin County, Mississippi. 

18. ENTIRE AGREEMENT.

This Agreement constitutes the sole and entire agreement between the parties, and supersedes any previous agreements, understandings and arrangements between the parties relating to the Software and Related Materials. Any amendments hereto are enforceable only if in writing and signed by each of the parties.

19. SEVERABILITY

If any portion of this Agreement is deemed by any court of competent jurisdiction to be illegal or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect notwithstanding.

Should you have any questions concerning this Agreement, please contact Riverland Technologies.