End-User License Agreement
THIS IS A LEGAL DOCUMENT -- RETAIN FOR YOUR RECORDS
ELPICAL® END-USER LICENSE AGREEMENT
Licensor:
ELPICAL SOFTWARE BV
NIJVERHEIDSSTRAAT 9
6987 EN GIESBEEK
THE NETHERLANDS
Important - Read Carefully. Notice to User:
This End User License Agreement (“Software License Agreement”) is a legal document
between you and ELPICAL SOFTWARE BV (“ELPICAL”). It is important that you read
this document before using the ELPICAL-provided software (“Software”) and any
accompanying documentation, including, without limitation printed materials, ‘online’
files, or electronic documentation (“Documentation”). By clicking the “I accept” and
“Next” buttons below, or by installing, or otherwise using the Software, you agree to be
bound by the terms of this Software License Agreement as well as the ELPICAL Privacy
Policy (“Privacy Policy”) including, without limitation, the warranty disclaimers, limitation
of liability, data use and termination provisions below, whether or not you decide to
purchase the Software. You agree that this agreement is enforceable like any written
agreement negotiated and signed by you. If you do not agree, you are not licensed to use the
Software, and you must destroy any downloaded copies of the Software in your possession or
control. Please go to our Web site at http://www.elpical.com/license to download and print a
copy of this Software License Agreement for your files and http://www.elpical.com/privacy to
review the privacy policy.
1. SOFTWARE LICENSE
(a) License Grant. Upon your acceptance of this Software License Agreement ELPICAL grants
you a non-exclusive, non-transferable (except as provided below), limited license to install and
use a copy of the Software on your compatible computer.
(b) Backup and Archival Copies. You may make one backup and one archival copy of the
Software, provided your backup and archival copies are not installed or used on any computer
and further provided that all such copies shall bear the original and unmodified copyright, patent
and other intellectual property markings that appear on or in the Software. You may not transfer
the rights to a backup or archival copy.
(c) Key Codes, Upgrades and Updates. Prior to your purchase and as part of the registration for
the thirty (30) -day evaluation period, as applicable, you will receive an evaluation key code.
You will receive a purchase key code when you elect to purchase the Software. The purchase
key code will enable you to activate the Software beyond the initial evaluation period. You may
not re-license, reproduce or distribute any key code except with the express written permission of
ELPICAL. If the Software that you have licensed is an upgrade or an update, then the update
replaces all or part of the Software previously licensed. The update or upgrade and the associated
license keys does not constitute the granting of a second license to the Software in that you may
not use the upgrade or update in addition to the Software that it is replacing. You agree that use
of the upgrade of update terminates your license to use the Software or portion thereof replaced.
(d) Title. Title to the Software is not transferred to you. Ownership of all copies of the Software
and of copies made by you is vested in ELPICAL, subject to the rights of use granted to you in
this Software License Agreement. As between you and ELPICAL, documents, files, stylesheets,
generated program code (including the Unrestricted Source Code) and schemas that are authored

or created by you via your utilization of the Software, in accordance with its Documentation and
the terms of this Software License Agreement, are your property.
(e) Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code, underlying ideas, underlying user interface techniques or
algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of
the foregoing. Any information supplied by ELPICAL or obtained by you may not be disclosed
to any third party or used to create any software which is substantially similar to the expression
of the Software.
(f) Other Restrictions.You may not loan, rent, lease, sublicense, distribute or otherwise transfer
all or any portion of the Software to third parties. You may not copy the Software except as
expressly set forth above, and any copies that you are permitted to make pursuant to this
Software License Agreement must contain the same copyright, patent and other intellectual
property markings that appear on or in the Software. You may not modify, adapt or translate the
Software. You may not, directly or indirectly, encumber or suffer to exist any lien or security
interest on the Software; knowingly take any action that would cause the Software to be placed
in the public domain; or use the Software in any computer environment not specified in this
Software License Agreement. You will comply with applicable law and ELPICAL’s instructions
regarding the use of the Software. You agree to notify your employees and agents who may have
access to the Software of the restrictions contained in this Software License Agreement and to
ensure their compliance with these restrictions. YOU AGREE THAT YOU ARE SOLELY
RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE SOFTWARE FOR
YOUR INTENDED USE AND YOU WILL INDEMNIFY AND HOLD HARMLESS
ELPICAL FROM ANY 3RD PARTY SUIT TO THE EXTENT BASED UPON THE
ACCURACY AND ADEQUACY OF THE SOFTWARE IN YOUR USE. WITHOUT
LIMITATION, THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS OR
AIR TRAFFIC CONTROL EQUIPMENT, WHERE THE FAILURE OF THE SOFTWARE
COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE.
2. INTELLECTUAL PROPERTY RIGHTS
Acknowledgement of ELPICAL's Rights. You acknowledge that the Software and any copies
that you are authorized by ELPICAL to make are the intellectual property of and are owned by
ELPICAL and its suppliers. The structure, organization and code of the Software are the valuable
trade secrets and confidential information of ELPICAL and its suppliers. The Software is
protected by copyright, including without limitation by United States Copyright Law,
international treaty provisions and applicable laws in the country in which it is being used. You
acknowledge that ELPICAL retains the ownership of all patents, copyrights, trade secrets,
trademarks and other intellectual property rights pertaining to the Software, and that ELPICAL’s
ownership rights extend to any images, photographs, animations, videos, audio, music, text and
“applets” incorporated into the Software and all accompanying printed materials. You will take
no actions which adversely affect ELPICAL’s intellectual property rights in the Software.
Trademarks shall be used in accordance with accepted trademark practice, including
identification of trademark owners’ names. Trademarks may only be used to identify printed
output produced by the Software, and such use of any trademark does not give you any right of
ownership in that trademark. Claro Premedia Server, 4LeafClover and ELPICAL are trademarks
of ELPICAL Software BV (registered in numerous countries). Except as expressly stated above,
this Software License Agreement does not grant you any intellectual property rights in the
Software. Notifications of claimed copyright infringement should be sent to ELPICAL’s
copyright agent as further provided on the ELPICAL Web Site.
3. LIMITED TRANSFER RIGHTS

Notwithstanding the foregoing, you may transfer all your rights to use the Software to another
person or legal entity provided that: (a) you also transfer each of this Software License
Agreement, the Software and all other software or hardware bundled or pre-installed with the
Software, including all copies, updates and prior versions, and all copies of font software
converted into other formats, to such person or entity; (b) you retain no copies, including
backups and copies stored on a computer; (c) the receiving party secures a personalized key code
from ELPICAL; and (d) the receiving party accepts the terms and conditions of this Software
License Agreement and any other terms and conditions upon which you legally purchased a
license to the Software. (e) you will have your key code deactivated by ELPICAL.
Notwithstanding the foregoing, you may not transfer education, pre-release, or not-for-resale
copies of the Software.
4. PRE-RELEASE AND EVALUATION PRODUCT ADDITIONAL TERMS
If the product you have received with this license is pre-commercial release or beta Software
(“Pre-release Software”), then this Section applies. In addition, this section applies to all
evaluation and/or demonstration copies of ELPICAL software (“Evaluation Software”) and
continues in effect until you purchase a license. To the extent that any provision in this section is
in conflict with any other term or condition in this Software License Agreement, this section
shall supersede such other term(s) and condition(s) with respect to the Pre-release and/or
Evaluation Software, but only to the extent necessary to resolve the conflict. You acknowledge
that the Pre-release Software is a pre-release version, does not represent final product from
ELPICAL, and may contain bugs, errors and other problems that could cause system or other
failures and data loss. CONSEQUENTLY, THE PRE-RELEASE AND/OR EVALUATION
SOFTWARE IS PROVIDED TO YOU “AS-IS” WITH NO WARRANTIES FOR USE OR
PERFORMANCE, AND ELPICAL DISCLAIMS ANY WARRANTY OR LIABILITY
OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WHERE
LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE AND/OR
EVALUATION SOFTWARE, BUT IT MAY BE LIMITED, ELPICAL’S LIABILITY AND
THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (USD
$50) IN TOTAL. If the Evaluation Software has a time-out feature, then the software will cease
operation after the conclusion of the designated evaluation period. Upon such expiration date,
your license will expire unless otherwise extended. Access to any files created with the
Evaluation Software is entirely at your risk. You acknowledge that ELPICAL has not promised
or guaranteed to you that Pre-release Software will be announced or made available to anyone in
the future, that ELPICAL has no express or implied obligation to you to announce or introduce
the Pre-release Software, and that ELPICAL may not introduce a product similar to or
compatible with the Pre-release Software. Accordingly, you acknowledge that any research or
development that you perform regarding the Pre-release Software or any product associated with
the Pre-release Software is done entirely at your own risk. During the term of this Software
License Agreement, if requested by ELPICAL, you will provide feedback to ELPICAL
regarding testing and use of the Pre-release Software, including error or bug reports. If you have
been provided the Pre-release Software pursuant to a separate written agreement, your use of the
Software is governed by such agreement. You may not sublicense, lease, loan, rent, distribute or
otherwise transfer the Pre-release Software. Upon receipt of a later unreleased version of the Prerelease Software or release by ELPICAL of a publicly released commercial version of the
Software, whether as a stand-alone product or as part of a larger product, you agree to return or
destroy all earlier Pre-release Software received from ELPICAL and to abide by the terms of the
license agreement for any such later versions of the Pre-release Software.

5. LIMITED WARRANTY AND LIMITATION OF LIABILITY
(a) Limited Warranty and Customer Remedies. ELPICAL warrants to the person or entity
that first purchases a license for use of the Software pursuant to the terms of this Software
License Agreement that (i) the Software will perform substantially in accordance with any
accompanying Documentation for a period of ninety (90) days from the date of receipt, and (ii)
any support services provided by ELPICAL shall be substantially as described in Section 6 of
this agreement. Some states and jurisdictions do not allow limitations on duration of an implied
warranty, so the above limitation may not apply to you. To the extent allowed by applicable law,
implied warranties on the Software, if any, are limited to ninety (90) days. ELPICAL’s and its
suppliers’ entire liability and your exclusive remedy shall be, at ELPICAL’s option, either (i)
return of the price paid, if any, or (ii) repair or replacement of the Software that does not meet
ELPICAL’s Limited Warranty and which is returned to ELPICAL with a copy of your receipt.
This Limited Warranty is void if failure of the Software has resulted from accident, abuse,
misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any
replacement Software will be warranted for the remainder of the original warranty period or
thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or
Pre-release Software.
(b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND
REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR ELPICAL OR ITS
SUPPLIER’S BREACH OF WARRANTY. ELPICAL AND ITS SUPPLIERS DO NOT AND
CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY
USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND
FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT
WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW
APPLICABLE TO YOU IN YOUR JURISDICTION, ELPICAL AND ITS SUPPLIERS MAKE
NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR
IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR
OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, ELPICAL 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, SATISFACTORY
QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE
AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS,
WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
(c) Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL
ELPICAL OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT,
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 OR
THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF
ELPICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY
CASE, ELPICAL’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE
LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY
YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow
the exclusion or limitation of liability, the above limitation may not apply to you. In such states
and jurisdictions, ELPICAL’s liability shall be limited to the greatest extent permitted by law

and the limitations or exclusions of warranties and liability contained herein do not prejudice
applicable statutory consumer rights of person acquiring goods otherwise than in the course of
business. The disclaimer and limited liability above are fundamental to this Software License
Agreement between ELPICAL and you.
(d) Infringement Claims. ELPICAL will indemnify and hold you harmless and will defend or
settle any claim, suit or proceeding brought against you by a third party that is based upon a
claim that the content contained in the Software infringes a copyright or violates an intellectual
or proprietary right protected by United States or European Union law (“Claim”), but only to the
extent the Claim arises directly out of the use of the Software and subject to the limitations set
forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify
ELPICAL in writing of any Claim within ten (10) business days after you first receive notice of
the Claim, and you shall provide to ELPICAL at no cost with such assistance and cooperation as
ELPICAL may reasonably request from time to time in connection with the defense of the
Claim. ELPICAL shall have sole control over any Claim (including, without limitation, the
selection of counsel and the right to settle on your behalf on any terms ELPICAL deems
desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate
counsel and participate in the defense or settlement negotiations. ELPICAL shall pay actual
damages, costs, and attorney fees awarded against you (or payable by you pursuant to a
settlement agreement) in connection with a Claim to the extent such direct damages and costs are
not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the
purchase price of the Software. If the Software or its use becomes the subject of a Claim or its
use is enjoined, or if in the opinion of ELPICAL’s legal counsel the Software is likely to become
the subject of a Claim, ELPICAL shall attempt to resolve the Claim by using commercially
reasonable efforts to modify the Software or obtain a license to continue using the Software. If in
the opinion of ELPICAL’s legal counsel the Claim, the injunction or potential Claim cannot be
resolved through reasonable modification or licensing, ELPICAL, at its own election, may
terminate this Software License Agreement without penalty, and will refund to you on a pro rata
basis any fees paid in advance by you to ELPICAL. THE FOREGOING CONSTITUTES
ELPICAL’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY
INFRINGEMENT. This indemnity does not apply to infringements that would not be such,
except for customer-supplied elements.
6. SUPPORT AND MAINTENANCE
ELPICAL offers multiple optional “Maintenance & Support Package(s)” (“MSP”) for the
version of Software product edition that you have licensed, which you may elect to purchase in
addition to your Software license. The Support Period, hereinafter defined, covered by such MSP
shall be delineated at such time as you elect to purchase a MSP. Your rights with respect to
support and maintenance as well as your upgrade eligibility depend on your decision to purchase
MSP and the level of MSP that you have purchased:
(a) If you have not purchased MSP, you will receive the Software AS IS and will not receive any
maintenance releases or updates. However, ELPICAL, at its option and in its sole discretion on a
case by case basis, may decide to offer maintenance releases to you as a courtesy, but these
maintenance releases will not include any new features in excess of the feature set at the time of
your purchase of the Software. In addition, ELPICAL will provide free technical support to you
for thirty (30) days after the date of your purchase (the “Support Period” for the purposes of this
paragraph a), and ELPICAL, in its sole discretion on a case by case basis, may also provide free
courtesy technical support during your thirty (30)-day evaluation period. Technical support is
provided via a Web-based support form only, and there is no guaranteed response time.
(b) If you have purchased MSP, then solely for the duration of its delineated Support Period, you
are eligible to receive the version of the Software edition that you have licensed and all
maintenance releases and updates for that edition that are released during your Support Period.
For the duration of your MSP’s Support Period, you will also be eligible to receive upgrades to

the comparable edition of the next version of the Software that succeeds the Software edition that
you have licensed for applicable upgrades released during your Support Period. The specific
upgrade edition that you are eligible to receive based on your Support Period is further detailed
in the MSP that you have purchased. Software that is introduced as separate product is not
included in MSP. Maintenance releases, updates and upgrades may or may not include additional
features. In addition, ELPICAL will provide Priority Technical Support to you for the duration of
the Support Period. Priority Technical Support is provided via a Web-based support form only,
and ELPICAL will make commercially reasonable efforts to respond via e-mail to all requests
within forty-eight (48) hours during ELPICAL’s business hours (MO-FR, 8:30am CET – 5pm
CET, Dutch and US holidays excluded) and to make reasonable efforts to provide work-arounds
to errors reported in the Software.
During the Support Period you may also report any Software problem or error to ELPICAL. If
ELPICAL determines that a reported reproducible material error in the Software exists and
significantly impairs the usability and utility of the Software, ELPICAL agrees to use reasonable
commercial efforts to correct or provide a usable work-around solution in an upcoming
maintenance release or update, which is made available at certain times at ELPICAL’s sole
discretion.
If ELPICAL, in its discretion, requests written verification of an error or malfunction discovered
by you or requests supporting example files that exhibit the Software problem, you shall
promptly provide such verification or files, by email, telecopy, or overnight mail, setting forth in
reasonable detail the respects in which the Software fails to perform. You shall use reasonable
efforts to cooperate in diagnosis or study of errors. ELPICAL may include error corrections in
maintenance releases, updates, or new major releases of the Software. ELPICAL is not obligated
to fix errors that are immaterial. Immaterial errors are those that do not significantly impact use
of the Software. Whether or not you have purchased the Support & Maintenance Package,
technical support only covers issues or questions resulting directly out of the operation of the
Software and ELPICAL will not provide you with generic consultation, assistance, or advice
under any circumstances.
Updating Software may require the updating of software not covered by this Software License
Agreement before installation. Updates of the operating system and application software not
specifically covered by this Software License Agreement are your responsibility and will not be
provided by ELPICAL under this Software License Agreement. ELPICAL’s obligations under
this Section 6 are contingent upon your proper use of the Software and your compliance with the
terms and conditions of this Software License Agreement at all times. ELPICAL shall be under
no obligation to provide the above technical support if, in ELPICAL’s opinion, the Software has
failed due to the following conditions: (i) damage caused by the relocation of the software to
another location or CPU; (ii) alterations, modifications or attempts to change the Software
without ELPICAL’s written approval; (iii) causes external to the Software, such as natural
disasters, the failure or fluctuation of electrical power, or computer equipment failure; (iv) your
failure to maintain the Software at ELPICAL’s specified release level; or (v) use of the Software
with other software without ELPICAL’s prior written approval. It will be your sole responsibility
to: (i) comply with all ELPICAL-specified operating and troubleshooting procedures and then
notify ELPICAL immediately of Software malfunction and provide ELPICAL with complete
information thereof; (ii) provide for the security of your confidential information; (iii) establish
and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or
programs.

7. SOFTWARE ACTIVATION, UPDATES AND LICENSE METERING
(a) License Metering. ELPICAL has a built-in license metering module that helps you to avoid
any unintentional violation of this Software License Agreement.
(b) Software Activation. ELPICAL’s Software may use your internal network and Internet
connection for the purpose of transmitting license-related data at the time of installation,
registration or update to an ELPICAL-operated license server and validating the
authenticity of the license-related data in order to protect ELPICAL against unlicensed or
illegal use of the Software and to improve customer service. Activation is based on the
exchange of license related data between your computer and the ELPICAL license server.
You agree that ELPICAL may use these measures and you agree to follow any applicable
requirements.
(c) Use of Data. The terms and conditions of the Privacy Policy are set out in full at
http://www.elpical.com/privacy and are incorporated by reference into this Software License
Agreement. By your acceptance of the terms of this Software License Agreement or use of the
Software, you authorize the collection, use and disclosure of information collected by ELPICAL
for the purposes provided for in this Software License Agreement and/or the Privacy Policy as
revised from time to time. European users understand and consent to the processing of personal
information in the United States for the purposes described herein. ELPICAL has the right in its
sole discretion to amend this provision of the Software License Agreement and/or Privacy Policy
at any time. You are encouraged to review the terms of the Privacy Policy as posted on the
ELPICAL Web site from time to time.
8. TERM AND TERMINATION
This Software License Agreement may be terminated (a) by your giving ELPICAL written
notice of termination; or (b) by ELPICAL, at its option, giving you written notice of termination
if you commit a breach of this Software License Agreement and fail to cure such breach within
ten (10) days after notice from ELPICAL. In addition the Software License Agreement
governing your use of a previous version that you have upgraded or updated of the Software is
terminated upon your acceptance of the terms and conditions of the Software License Agreement
accompanying such upgrade or update. Upon any termination of the Software License
Agreement, you must cease all use of the Software that it governs, destroy all copies then in your
possession or control and take such other actions as ELPICAL may reasonably request to ensure
that no copies of the Software remain in your possession or control. The terms and conditions set
forth in Sections 1(g), (h), (i), 2, 5(b), (c), 9, and 10 survive termination as applicable.
9. RESTRICTED RIGHTS NOTICE AND EXPORT RESTRICTIONS.
The Software was developed entirely at private expense and is commercial computer software
provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government
or a U.S. Government contractor or subcontractor is subject to the restrictions set forth in this
Agreement and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or
DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable. Consistent with the above as applicable,
Commercial Computer Software and Commercial Computer Documentation licensed to U.S.
government end users only as commercial items and only with those rights as are granted to all
other end users under the terms and conditions set forth in this Software License Agreement.
Manufacturer is ELPICAL Software BV, Nijverheidsstraat 9, 6987 EN GIESBEEK, The
Netherlands/EU. You may not use or otherwise export or re-export the Software or
Documentation except as authorized by United States law and the laws of the jurisdiction in
which the Software was obtained. In particular, but without limitation, the Software or
Documentation may not be exported or re-exported (i) into (or to a national or resident of) any
U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially
Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using
the Software, you represent and warrant that you are not located in, under control of, or a
national or resident of any such country or on any such list.

10. GENERAL PROVISIONS
If you are located in the European Union and are using the Software in the European Union and
not in the United States, then this Software License Agreement will be governed by and
construed in accordance with the laws of The Netherlands (excluding its conflict of laws
principles and the U.N. Convention on Contracts for the International Sale of Goods) and you
expressly agree that exclusive jurisdiction for any claim or dispute with ELPICAL or relating in
any way to your use of the Software resides in The Netherlands and you further agree and
expressly consent to the exercise of personal jurisdiction The Netherlands in connection with any
such dispute or claim.
If you are located in the United States or are using the Software in the United States then this
Software License Agreement will be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts, USA (excluding its conflict of laws principles and the
U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that
exclusive jurisdiction for any claim or dispute with ELPICAL or relating in any way to your use
of the Software resides in the federal or state courts of Massachusetts and you further agree and
expressly consent to the exercise of personal jurisdiction in the federal or state courts of
Massachusetts in connection with any such dispute or claim.
If you are located outside of the European Union or the United States and are not using the
Software in the United States, then this Software License Agreement will be governed by and
construed in accordance with the laws of The Netherlands (excluding its conflict of laws
principles and the U.N. Convention on Contracts for the International Sale of Goods) and you
expressly agree that exclusive jurisdiction for any claim or dispute with ELPICAL or relating in
any way to your use of the Software resides The Netherlands and you further agree and expressly
consent to the exercise of personal jurisdiction The Netherlands in connection with any such
dispute or claim. This Software License Agreement will not be governed by the conflict of law
rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale
of Goods, the application of which is expressly excluded.
This Software License Agreement contains the entire agreement and understanding of the parties
with respect to the subject matter hereof, and supersedes all prior written and oral understandings
of the parties with respect to the subject matter hereof. Any notice or other communication given
under this Software License Agreement shall be in writing and shall have been properly given by
either of us to the other if sent by certified or registered mail, return receipt requested, or by
overnight courier to the address shown on ELPICAL’s Web site for ELPICAL and the address
shown in ELPICAL’s records for you, or such other address as the parties may designate by
notice given in the manner set forth above. This Software License Agreement will bind and inure
to the benefit of the parties and our respective heirs, personal and legal representatives, affiliates,
successors and permitted assigns. The failure of either of us at any time to require performance
of any provision hereof shall in no manner affect such party’s right at a later time to enforce the
same or any other term of this Software License Agreement. This Software License Agreement
may be amended only by a document in writing signed by both of us. In the event of a breach or
threatened breach of this Software License Agreement by either party, the other shall have all
applicable equitable as well as legal remedies. Each party is duly authorized and empowered to
enter into and perform this Software License Agreement. If, for any reason, any provision of this
Software License Agreement is held invalid or otherwise unenforceable, such invalidity or
unenforceability shall not affect the remainder of this Software License Agreement, and this
Software License Agreement shall continue in full force and effect to the fullest extent allowed
by law. The parties knowingly and expressly consent to the foregoing terms and conditions.

