Nalpeiron Licensing Service Terms and Conditions

IMPORTANT-READ CAREFULLY: This Access Agreement ("Agreement") is a legal contract between you ("you") and Nalpeiron (as designated below) for the Nalpeiron Licensing Service (the "Service").

By accessing or otherwise using the Service, you agree to be bound by the terms of this Agreement and you represent that you are authorized to enter into this Agreement on behalf of your corporate entity (if applicable). If you do not wish to be bound by the terms of this Agreement do not access or use the Service.

As used herein, "Nalpeiron" means Nalpeiron Ltd/Inc.

This Agreement supplements the End User License Agreement ("EULA") which was contained with the Nalpeiron software (the "Software") and provides the complete terms and conditions surrounding your access to and use of the Service.

In the event of a conflict between the terms of this Agreement and the terms of the EULA, the terms of this Agreement will control. Terms not defined herein shall have the meanings ascribed to them in the EULA.

Nalpeiron reserves the right, in its sole discretion, to modify these terms or the Service fees at any time, effective upon the date Nalpeiron posts revised terms or fees on its Nalpeiron corporate site. Your continued use of the Service constitutes your binding acceptance of these terms including any changes or modifications that Nalpeiron may make.

Use of Service: Upon payment of the applicable fee, you will be provided with access to the activation server. You will be entitled to create an unlimited number of user accounts on the activation server. User accounts must be assigned to and used solely by your employees; they may not be used by or assigned or provided to third parties who are not your employees. Your users will be entitled to access and use the Service solely on your behalf for the purposes of providing the capabilities of the Service in regard to those of your software products to which the Nalpeiron software has been properly licensed and incorporated (the "Enabled Products"). Those capabilities include activating and/or deactivating an Enabled Product, managing serial numbers and licenses associated with an Enabled Product, and running related reports on an Enabled Product.

Additionally, you agree that the administrative contact for any services provided to you (including, but not limited to, software registration and activation services) is your agent with full authority to act on your behalf with respect to such services, including (but not limited to) the authority to terminate, transfer (where transfer is permitted by the Agreement), or modify such services, or purchase additional services.

Excluding maintenance periods and downtime, you may electronically access and use the Service 24-hours a day, 7-days a week.

Nalpeiron reserves the right, in its sole discretion, to restrict, suspend or terminate your access to and/or use of all or any part of the Service at any time and for any reason without prior notice or liability. Nalpeiron may change, suspend or discontinue all or any aspect of the Service at any time, without prior notice or liability. Nalpeiron's goal is to ensure timely activation services; however, Nalpeiron does not guarantee that activations will be processed within specified timeframes. Nalpeiron will not be liable, and you will not be entitled to a refund, for service outages, including, but not limited to those caused by or related to maintenance issues, servers, the technology that underlies the Service, failures of Nalpeiron direct or indirect service (including, but not limited to, telecommunications, hosting and power), computer viruses, natural disasters or other destruction or damage to Nalpeiron facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, third party interference or other causes beyond Nalpeiron's reasonable control.

Account access. To access or use the Nalpeiron services or to modify your account, you may be required to establish an account and obtain a login name, account number, password and/or passphrase. You authorize us to process any and all account transactions initiated through the use of your login name, account number, password and/or passphrase. You are solely responsible for maintaining the confidentiality of your login name, account number, password and passphrase. You must immediately notify us of any unauthorized use of your login name account number, password or passphrase, and you are responsible for any unauthorized activities, charges and/or liabilities made on or through your login name account number, password or passphrase. In no event will we be liable for the unauthorized use or misuse of your login name, account number, password or passphrase or security authentication option.

Agents: You agree that, if your agent, (e.g., your administrative contact, Internet Service Provider, employee) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our services ratifies any unauthorized actions of your agent. By using your login name, account number or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement, that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your agent.

Right of refusal: We, in our sole discretion, reserve the right to refuse to open an account, issue you a digital certificate, or register you for other Nalpeiron service(s), or to delete your registered product account within the first thirty (30) calendar days from receipt of your payment for such services. In the event we do not open an account, issue you a digital certificate, or register you for other Nalpeiron service(s), or we delete your account or other Nalpeiron service(s) within such thirty (30) calendar day period, we agree to refund any applicable fee(s) you have paid. You agree that we shall not be liable to you for loss or damages that may result from our refusal to open your account, refusal to issue a digital certificate, the deletion of your account or refusal to register you for other Nalpeiron service(s).

Support: Nalpeiron will provide reasonable customer support service via email ("Support Services") Monday through Friday, from 8:00 a.m. until 5:00 p.m. local Nalpeiron support facility time from the support center closest to you (except on those days designated as Nalpeiron's holidays). Nalpeiron currently provides support from the United Kingdom and the US. All Support Services will be limited to issues surrounding the issuance of activations. Unless you have a separate maintenance contract for the Software, Nalpeiron will not provide you with any assistance surrounding the Software.

The Support Services will be provided only to a single individual who is designated by you as your "Administrator". Nalpeiron will not provide support to your end users and you are responsible for all such support.

Term of Agreement: This Agreement will commence on the date you register for the Service and will continue through either: (i) the end of the period elected by you for the provision of the Service; or (ii) until you have depleted the number of activations purchased; or as earlier terminated by Nalpeiron (the "Term"). On or before the end of the Term, you must either renew for another Term, or cease all use of the Service. If you fail to renew by the end of the Term, your access to and/or use of the Service will be denied.

This Agreement may be terminated by Nalpeiron if (a) you fail to make payment and/or (b) you fail to comply with the terms of this Agreement. Upon the effective date of any termination, you relinquish all rights granted under this Agreement.

Fees and Taxes: As consideration for the services you purchased, you agree to pay Nalpeiron the applicable service(s) fees set forth on our Web site at the time of your selection, or, if applicable, upon receipt of your invoice from Nalpeiron. All fees are due immediately and are non-refundable. The fees for the Service are based on the number of activations you wish to use in a given Term. Activations purchased are not cumulative and may not be rolled over to a new Term; unused activations at the end of the Term will be forfeit. You are solely responsible for monitoring the number of activations used by you or remaining at the end of the Term.

All fees are in US Dollars and are non-refundable after 30 days. All fees include taxes where applicable. If Nalpeiron is required to pay any sales, use, GST, VAT, or other taxes in connection with the Service, other than taxes based on Nalpeiron's income, such taxes will be billed to and paid by you.

Any renewal of your services with us is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal.

Certification/Indemnification: You certify that you own all intellectual property and other rights in the Enabled Products and that the operation or distribution of such Enabled Products does not, and will not, violate any law or third party rights.

You will indemnify, defend and hold Nalpeiron, and all of its officers, directors, employees, contractors, owners, shareholders, agents, information providers, service providers, vendors, partners, affiliates, distributors and licensors (collectively, the "Nalpeiron Parties") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any Nalpeiron Party in connection with any claim arising out of (1) any claim that if proven true would constitute a material breach of this Agreement, (2) any use or alleged use of your or your user accounts by any person, whether or not authorized by you, or (3) any claim arising out of the material provided by you for which we provide Service, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement or misappropriation, trademark infringement or misappropriation, other intellectual property right infringement or misappropriation and any claim or liability relating to the content, quality, or performance of materials that you submit to or use with the Service. You may not enter into a settlement affecting or obligating Nalpeiron without its prior written consent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

Accurate information: You agree to: (1) provide certain true, current, complete and accurate information about you as required by the application process; and (2) maintain and update according to our modification procedures the information you provided to us when purchasing our services as needed to keep it current, complete and accurate. We rely on this information to send you important information and notices regarding your account and our services.

Disclaimer of Warranty: NALPEIRON PROVIDES THE SERVICE "AS IS" AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE. YOU ACKNOWLEDGE THAT NALPEIRON HAS NOT REPRESENTED OR WARRANTED THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY. YOU ACKNOWLEDGE THAT NALPEIRON HAS NOT REPRESENTED THAT THE SERVICE WILL PREVENT ALL UNAUTHORIZED USE OF YOUR SOFTWARE PRODUCTS. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY RESPECTING THE SERVICE BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES BY ANY OTHER NALPEIRON CUSTOMER OR USER OF THE SERVICE

Limitation of Liability: IN NO EVENT WILL NALPEIRON OR ITS NALPEIRONS' LIABILITY TO YOU ARISING OUT OF THIS AGREEMENT EXCEED U.S. FIVE HUNDRED DOLLARS (U.S. $500). IN NO EVENT WILL NALPEIRON HAVE ANY LIABILITY TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOST BUSINESS OPPORTUNITIES OR PROFITS, FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER NALPEIRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Nalpeiron and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data misdelivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this agreement; (6) loss or liability relating to the deletion of or failure to store e-mail messages; (7) loss or liability resulting from the development or interruption of your web site or your Nalpeiron web site; (8) loss or liability from your inability to use our e-mail service, web site manager service or any component of the subscription service (for websites from Nalpeiron); (9) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your account record or your agent's failure to pay any fees, including the initial registration fee or re-registration fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in SSL, HTTPS, or any other standard not under Nalpeiron's sole control, or relating to customer-requested generation and transmission of a subscriber's private key.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not fully apply to you. In such states, our liability and that of our third party providers and their respective agents shall be limited to the greatest extent permitted by law. No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999.

Security and Copy Protection: Nalpeiron shall have reasonable protection in place to minimize the risk of the Enabled Products becoming lost or accessed in an unauthorized manner using the Service. Nalpeiron does not guarantee the security of the Service and Nalpeiron will not be responsible in the event of any infiltration of its security systems. Nalpeiron does not guarantee that your Enabled Products cannot be used in an unlicensed installation by an end user without first being activated by the Service. You acknowledge that all security and copy protection systems are inherently fallible.

Third Party Control: The flow of data over the Internet depends in large part on the performance of connections and services provided by third parties. Failure of these parties to perform their services correctly can disrupt Internet sessions. Nalpeiron cannot guarantee such events will not occur, and disclaims any and all liability, claims or losses resulting from or relating to such events.

Information: You acknowledge that, in providing the Service, Nalpeiron could rely upon information, instructions and services from you, your employees and agents and other third parties. You fully assume the risk associated with errors in such information, instructions and services provided that Nalpeiron has accurately transmitted data and/or complied with your instructions.

Privacy: Our privacy statement is located on our Web site at www.nalpeiron.com and is incorporated herein by reference. The privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. We will post such revised statement on our Web site at least thirty (30) calendar days before it becomes effective. You agree that, by using our services after modifications to the privacy statement become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement. We will not refund any fees paid by you if you terminate your Agreement with us. We will not process the personal data that we collect from you in a way incompatible with the purposes and other limitations described in our privacy statement. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to: (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or categories of recipients of the third party's personal data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.

Email: Please ensure that you conform to any laws relating to communications with End Users, such as the CAN-SPAM act. Check that your emails have the correct contact details and format to comply fully with the law.

U. S. Export Restrictions. You will fully comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software or Service, any portion thereof or any materials, items or technology relating to Nalpeiron's business or related technical data or any direct product thereof to any Restricted Person.

Force Majeure: Neither party will be liable for any failure or delay in performing any obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts, omissions laws or regulations, labor strikes or difficulties, communications systems breakdowns or failure of the Internet, hardware or software failures (other than those attributable to the party hereto that has failed to perform hereunder), transportation stoppages or slowdowns or the inability to procure supplies or materials. If any of these causes continue to prevent or delay performance for more than 14 days, the affected party may terminate this Agreement, effective immediately upon written notice to the other party. Notwithstanding the foregoing, this Section shall not apply to requirements to make payments.

Relationship of Parties. You and Nalpeiron are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Nalpeiron.

No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.

Controlling Law. This Agreement will be governed by the laws of England and Wales and you submit to the jurisdiction of the courts of England and Wales. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods.

Company Name. Nalpeiron may include your company name in a list of Licensor customers and reference you as a customer.

Entire Agreement. This Agreement constitutes the complete and entire understanding and agreement of all terms, conditions and representations between you and Nalpeiron with respect to the Software and Service and may be modified only in writing by both parties. No term or condition contained in your purchase order will apply unless expressly accepted by Nalpeiron in writing. Failure to prosecute a party's rights will not constitute a waiver of any breach.

If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. This Agreement has been written in the English language and you waive any rights you may have under the law of your country or province to have this Agreement written in any other language.

Miscellaneous. You may not rent, lease, or lend the Service or Software. You may NOT permanently or temporarily transfer ANY of your rights under this Agreement to any individual or entity. You may assign or transfer (by law or otherwise) your rights hereunder to another, person entity or affiliate company only having first obtained written consent from the Nalpeiron. You acknowledge that Nalpeiron owns all right title and interest to the Service and Software.