End User License Agreement for Debrief™ This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and the owner ("Owner"), referred to as Idealign, LLC, for the software and documentation ("Software"), referred to as Debrief, that accompany this EULA. The term "Software" also shall include any upgrades, modified versions or updates of the Software made available to you by the Owner. By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy, or use the Software. This agreement supersedes previous versions. 1 GRANT OF LICENSE. The Software is licensed, not sold. The Software is licensed for use on any single computer, provided the Software is in use on only one computer at any time. You may install an additional copy of the Software on a second device for the exclusive use of the primary user of the first copy of the Software. As an alternative, you may install a copy of the Software on a network storage device, and allow one computer, to access and use that licensed copy of the Software over a private network. You must obtain a license to the Software for each additional computer that accesses and uses the Software installed on the network storage device. The Software may be copied only as essential for backup or archive purposes in support of your use of the Software. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software on any copies that you make. 1.1 License Keys. A licensed copy of the Software uses a license key. If you pay the applicable license fee for the Software, the Owner or an Owner authorized reseller will provide you a license key for use with the Software. This license key is only for your use as the primary user of the Software. You are not to distribute the license key to any other parties. 1.2 Trial Period. If you use an unlicensed copy of the Software, you may use the Software only for a limited trial period ("Trial Period") of 30 days. During the Trial Period, all EULA provisions are in effect. To use the Software beyond the Trial Period, you must pay the applicable license fee for the Software license key, and apply the license key in the Software. 1.3 Upgrades. To use Software or a License Key identified as an upgrade, you must first be licensed for the software identified by the Owner as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software. 2 BACKUP AND ARCHIVAL COPIES. You may copy the Software for back up and archival purposes provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed by this EULA. 3 RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold. The Owner grants you license rights specified in this EULA provided that you comply with all terms and conditions of this EULA. The Owner reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright, trade secret, and other intellectual property laws and treaties. The Owner owns the title, copyright, and other intellectual property rights in the Software. This EULA does not grant you any rights to trademarks or service marks of the Owner. The Owner may provide a mechanism to provide feedback, suggestions, and ideas about its software and services ("Feedback"). You agree that the Owner may, in its sole discretion, use the Feedback you provide to the Owner in any way, including in future modifications of the Software, and/or advertising and promotional materials. You hereby grant the Owner a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute, and display any information you provide to the Owner in the Feedback. 4 RESTRICTIONS. The Software is protected by United States copyright laws and international treaties. You must treat the Software like any other copyrighted material. You may not: - distribute the license key; - disable the license or license key checking; - reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software; - place the Software onto a server so that it may be used via a public network such as the Internet; - rent, lease, or lend the Software; - use the Software to perform any unauthorized transfer of information (e.g. transfer of material in violation of a copyright) or for any illegal purpose; - modify, or create derivative works based upon, the Software in whole or in part; or - remove any proprietary notices or labels on the Software. Any person who received the Software through any method other than purchasing a license for this Software from the Owner or an Owner authorized reseller is not authorized to use the Software. Any use in violation of this Section shall immediately terminate your license to the Software. 5 TRANSFERS. If you are the person who initially licensed the Software, you may make a one-time permanent transfer of the Software to another party provided such party agrees to the terms and conditions of this EULA. If you transfer the Software, you must at the same time either transfer all copies of the Software to the same party or destroy any such materials not transferred. 6 SUPPORT SERVICES. The Owner may, in the Owner's sole discretion, provide you with support services related to the Software. Any supplemental Software provided to you as part of the support services shall be considered part of the Software and subject to the terms and conditions of this EULA. With respect to technical information you provide to the Owner as part of the support services, the Owner may use such information for its business purposes, including for product support and development. 7 DISCLAIMER OF WARRANTIES. The Owner does not guarantee that use of the Software will be error-free. The Owner expressly disclaims any warranty for the Software. The Software is provided "as is" without warranty of any kind. You agree the Owner disclaims all warranties, whether express or implied, including, but not limited to, implied warranties, conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness, of results, of lack of viruses, or of negligence, whether or not the Owner knew or had reason to know of your particular needs. You acknowledge that the entire risk as to the quality and performance of the Software is with you. Any supplements or updates to the Software provided to you are not covered by any warranty or condition, express, implied or statutory. 8 EXCLUSION OF DAMAGES. In no event shall the Owner be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software, the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of the Owner, and even if the Owner has been advised of the possibility of such damages. 9 LIMITATION OF LIABILITY AND REMEDIES. In no event shall the Owner be liable to you or any parties for any consequential, special, incidental, or indirect damages of any kind arising out of the delivery, performance, or use of any Owner products or services, even if the Owner has been advised of the possibility of such damages. In any event, the Owner 's liability for any claim, whether in contract, tort, or any other theory of liability, will not exceed the license fee received by the Owner paid by you. 10 TERM AND TERMINATION. This license agreement takes effect upon your use of the software and remains effective until terminated. Without prejudice to any other rights, the Owner may terminate this EULA if you fail to comply with the terms and conditions of this EULA. You may also terminate this Agreement at any time by notifying the Owner in writing of termination. Upon any termination of this Agreement, you must uninstall and destroy all copies of the Software. 11 ENTIRE AGREEMENT AND SEVERABILITY. You agree that this is the entire agreement between you and the Owner, and that it supersedes any prior agreement, whether written or oral, and all other communications between the Owner and you relating to the subject matter of this Agreement. If any provision of this EULA is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect. 12 COPYRIGHT. The Software is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of the Owner and you will not acquire any rights to the Software except as expressly set forth in this license. Copyright © 2007 Idealign, LLC. All rights reserved.