Seventh Knight End-User License Agreement

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. PROCEEDING WITH THE INSTALLATION AND USE OF SEVENTH KNIGHT AND RELATED COMPONENTS INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

It is understood and agreed that this is a license agreement ("License Agreement") only between you, the purchaser and/or recipient of the license rights granted by this Agreement (referred to as "Licensee" or "You"), and Seventh Knight, Inc. (the "Licensor"). In this license Agreement, the software known as Seventh Knight, under any and all versions, ("the Software") and any copies or modifications are referred to as the "Licensed Product". All rights to and in the Licensed Product, including, but not limited to, copyrights, trademarks, and trade secret rights, belong to Licensor. Licensor holds title to each copy of the Software and Documentation under the protection of the copyright laws and international treaty provisions of the United States. In accordance with the terms and conditions of this License Agreement, Licensor grants to Licensee the non-exclusive license to install and use the software on a single end-user computer or on a server that hosts only one end-user computer or client. The software may not be installed on a server that hosts more than one end-user computer or client. The Seventh Knight Enterprise Edition however can be used on such a multi-client network server.

Licensee shall not transfer or distribute any part of the Licensed Product to others, except as described in the following paragraph, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy or modify the Licensed Product, except that Licensee may make one copy of the Software or installation executable for the sole purpose of backup which must remain in Licensee’s possession only. You may not copy the printed materials or on-line documentation for other than your own use.

TERM

This License Agreement is effective until terminated. Licensor may terminate this License Agreement if Licensee breaches any of the terms and conditions of this agreement. Upon termination of this License Agreement for any reason, Licensee shall uninstall the Software and permanently delete any backup copies. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor's proprietary rights shall survive termination.

OTHER RESTRICTIONS

You may not rent or lease the Software. Licensee shall not reverse compile or otherwise reverse engineer, or disassemble the Software’s object code. Licensee further agrees not to create any derivative works of the Licensed Product other than object code versions of the compiled applications only. Any attempt to sub-license, assign or transfer any of the rights, duties or obligations hereunder is void.

LIMITED WARRANTY

Licensor does not warrant that the functions contained in the Licensed Product will meet licensee's requirements or that the operation of the Software will be uninterrupted or error-free.

Licensor does warrant that the media on which the Software is furnished, if any, will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery ("Warranty Period"). Any other software and any hardware furnished with or accompanying the Software is not warranted by Licensor. EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE.

LIMITATION OF LIABILITY LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF ANY DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE.

EXPORT

Any whole or part of the Licensed Product shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction. No whole or part of the Licensed Product may be downloaded or otherwise exported or re-exported into any country to which the U.S. has embargoed goods, to anyone on the U.S. Treasure Department’s list of Specially Designated Nationals, or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Licensed Product, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

GOVERNANCE

This Agreement shall be governed by and interpreted under the laws of the State of Mississippi, United States of America, without regard to conflicts of provisions. In the case of the United States Government or an agency thereof as Licensee, the following additional terms apply: Restricted Computer Software, as defined in the Rights in Data-General clause at Federal Acquisition Regulations 52.227-14; and as applicable,

U.S. GOVERNMENT RESTRICTED RIGHTS

Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or in subdivision (c)(1) and (2) of the Commercial Computer Software Restricted Rights Clause at 48 C.F.R. 52.227-19, as applicable.
Manufacturer is Seventh Knight, PO Box 820808 Vicksburg, MS 39183.

LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.