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End User License Agreement (EULA)

IMPORTANT: THIS IS A LICENSE, NOT A SALE. CAREFULLY READ THIS LICENSE BEFORE USING THIS PRODUCT. INSTALLING, COPYING, OR OTHERWISE USING THIS PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS.

Unless you have a written agreement with eChef providing for additional Use, the below agreement gives you permission to install and Use one (1) copy of this Product on one (1) computer or electronic device at any given time as set out in more detail below. This agreement also imposes certain restrictions on your Use of this Product. Unless you have another agreement directly with eChef, that expressly supersedes this agreement and controls and alters your Use or distribution of the Product, this Product is provided under the following end user license agreement and all applicable addenda ("License") which define what you may do with the Product and contain limitations on warranties and/or remedies. This License does (i) not grant any concurrent right in the software; and (ii) not apply to any software installed on a terminal server. A separate license agreement must be concluded with eChef in this respect.

This License is granted by eChef LLC ("eChef") and includes the following:

1. General License Agreement Terms and Definitions 2. Trial Version Addendum to the General License Agreement

IMPORTANT: IF YOU ARE DOWNLOADING THIS PRODUCT, READ CAREFULLY THE TERMS AND CONDITIONS OF THE LICENSE BEFORE DOWNLOADING THIS PRODUCT. BY DOWNLOADING THIS PRODUCT:
(i) you certify that you are not a minor and that you agree to be bound by all of the terms and conditions set out in this License. Downloading and/or using the Product will be an irrevocable acceptance of the terms and conditions of the License;
(ii) you agree to be responsible for any and all internet service provider fees, telecommunication and other charges that may apply as a result of your download of the Product;
(iii) you represent and warrant to eChef, if you are accepting on behalf of a company or other legal entity, that you have full authority to bind such entity; and
(iv) all risk of damage to the Product during transmission and download is assumed by you.
IF YOU DO NOT AGREE WITH THE ABOVE, DO NOT DOWNLOAD THIS PRODUCT.

1. GENERAL LICENSE AGREEMENT TERMS AND DEFINITIONS
IMPORTANT: THIS LICENSE, IN ADDITION TO THE LEGITIMATE PROOF OF PURCHASE OF THE PRODUCT, IS EVIDENCE OF YOUR RIGHT TO USE THE PRODUCT. PLEASE PRINT THIS LICENSE AND KEEP IT FOR YOUR RECORDS.
1.1 DEFINITIONS:
1.1.1 "Computer" means a computer or an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;
1.1.2 "Documentation" means any accompanying printed materials, this License, any other agreement you may have with eChef relating to this Product, and "online" or electronic documentation;
1.1.3 "Permitted Number" means one (1) unless otherwise indicated under a valid license granted by eChef or one of its subsidiaries;
1.1.4 "Product" means a computer program, computer software (including its code) objects (including their APIs) as well as any images, photographs, templates, animations, video, audio, music, text and "applets" incorporated into the software, and where applicable, storage media containing all the above, including any Documentation; and
1.1.5 "Use" means to access, install, download, copy or otherwise benefit from using the functionality of the Product in accordance with the Documentation.

1.2 LICENSE:
eChef provides you with a Product and grants you a non-exclusive license to Use the Product in accordance with the terms of this License. Any supplemental software code and supporting materials provided to you as part of support services provided by eChef for the Product shall be considered part of the Product and subject to the terms and conditions of this License. The copyright and all other rights to the Product shall remain with eChef or its licensors. This License permits you to make limited number of copies of the Product and to the extent you do so, you must reproduce any copyright or other notices marked on the Product on all copies you make. To the extent that any third party's intellectual property is incorporated within the Product, you agree that such third party is a third party beneficiary of the terms of this License to the extent of the third party's license to eChef.

1.3 YOU MAY:
(i) install and Use one (1) copy of the Product on a Computer and one (1) represents the “Permitted Number.”
(ii) make one copy of the Product solely for archive or backup purposes;
(iii) transfer the Product to someone else only if you assign all of your rights under this License, cease all Use of the Product, erase or destroy any copy (including the hard disk copy) made in support of your Use of the Product, and ensure that the person to whom you wish to transfer the Product agrees to the terms of this License;
(vi) if you have purchased this Product as an upgrade to an eChef product, you may continue to Use your previous product with this Product. If you transfer this Product, you must either transfer the previous product at the same time you transfer the Product or destroy the previous product at the same time you transfer the Product. If the Product you have purchased is an upgrade of an eChef product, you now may Use that previous product only in accordance with this License;

1.4 YOU MAY NOT:
(i) Use the Product or make copies of it other than as permitted in this License except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect;
(ii) translate, reverse engineer, decompile, or disassemble the Product except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect;
(iii) rent, lease, assign, sell, sublicense, lend or transfer the Product except as set out in Section 1.3 above;
(iv) modify the Product or merge all or any part of the Product with another program;
(v) separate the component parts of the Product for Use on more than one (1) Computer except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect;

1.5 PRODUCT PATCH, PLUG-IN, SERVICE PACK OR UPDATE:
If this Product is a patch, plug-in, service pack, update or other file you are downloading or that is contained on storage media (such as on CD-ROM), the Product is designed for Use with an eChef application software product (the "Original Application") and is subject to eChef's Limited Warranty, Disclaimer and Limitation of Liability (as set out herein these Terms of Use) and Eligibility provisions (as set out herein these Terms of Use), as applicable. You are granted a non-exclusive license to Use such Product only with the Original Application provided that you still possess a valid license from eChef for the Original Application. Except as provided in this Section, the Product is subject to the terms and conditions of the license from eChef accompanying the Original Application.

1.6 INTELLECTUAL PROPERTY RIGHTS:
Except as expressly licensed to you in this License, eChef retains all right, title and interest in and to the Product and any copies you are authorized by eChef to make. The Product 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. Except as expressly stated herein, this License does not grant you any intellectual property rights in the Product. All rights not expressly granted are reserved by eChef.

1.7 TERM:
This License shall remain in effect only for so long as you are in compliance with the terms and conditions of this License. This License will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to destroy all copies of the Product. The Intellectual Property Rights, Limited Warranty, Disclaimer and Limitation of Liability provisions set out herein these Terms of Use shall continue in force even after any termination.

1.8 NO WARRANTY WHETHER IMPLIED OR EXPRESS:
eChef provides no warranty whether implied or express as the product is being sold and offered first as trial software.

1.9 DISCLAIMER:
EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. eChef AND ITS SUPPLIERS AND DEALERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. WHERE ANY NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY OPERATION OF LAW, TO THE EXTENT PERMISSIBLE BY LAW, eChef LIMITS ITS LIABILITY TO, AT ITS OPTION, THE REPAIR OR REPLACEMENT OF THE GOODS, THE RE-SUPPLY OF EQUIVALENT GOODS, OR THE COST THEREOF.

1.10 LIMITATION OF LIABILITY:
IN NO EVENT WILL eChef, ITS DEALERS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION WHATSOEVER) OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF AN eChef REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. eChef IS ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. IN THE EVENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT VALID IN YOUR JURISDICTION, eChef'S MAXIMUM AGGREGATE LIABILITY AND THAT OF eChef'S DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. eChef IS ACTING ON BEHALF OF ITS DEALERS AND SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND/OR LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY AS PROVIDED IN THIS LICENSE, BUT IN NO OTHER RESPECTS.

1.11 U.S. GOVERNMENT RIGHTS:
The Product under this License consists of "Commercial Computer Software" and "Commercial Computer Software Documentation" as those terms are described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this Commercial Computer Software and/or Commercial Computer Software Documentation subject to the terms of this License as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this Commercial Computer Software and/or Commercial Computer Software Documentation subject to the terms of this License as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement ("DFAR") and its successors.

1.12 EXPORT CONTROLS:
If the Product is identified as a not-for-export product (for example, on the box, media or in the installation process), then, unless you have exemption from the United States Department of Commerce or other regulatory authority as designated from time to time the following applies: Except for export to Canada for Use in Canada by Canadian residents, the Product may not be exported outside of the United States or to any foreign entity or "foreign person" as defined by the U.S. government regulations, including without limitation, anyone who is not a citizen, national or lawful permanent resident of the United States. By agreeing to the terms of this License you are warranting to eChef that you are not a "foreign person" or under the control of a "foreign person".

1.13 ELIGIBILITY:
To be eligible to Use or download the Product you must be in compliance with applicable export laws and you will not Use the Product for, and will not allow the Product to be Used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.
If you are not in compliance with the above statements, you are not eligible to Use or download the Product.

1.14 GENERAL:
This License is the entire agreement between you and eChef, superseding any other agreement or discussions, representations or advertising, oral or written, other than a separate, valid, existing and applicable license agreement entered into between you and eChef or any of its subsidiaries (the "Other License") in which case that Other License governs to the extent of any inconsistency between this License and that Other License. This License may be modified only by a written document signed by an authorized officer of eChef. This License shall be governed by and construed in accordance with the laws of the State of Nebraska, and the parties agree to submit to the exclusive jurisdiction of the courts of the State of Nebraska where permitted by applicable law, unless there is an Other License, in which case the choice of law and jurisdiction specified in that Other License shall prevail. This License specifically excludes (i) that body of law applicable to choice of law, and (ii) the United Nations
Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. If any provision of this License is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect. Except as expressly set forth herein to the extent permitted by applicable law, this License shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer. You agree that this Agreement and all documents contemplated hereby be drawn up in English.

1.15 ACTIVATION, REGISTRATION and MARKETING:
Except as expressly limited by applicable law, you agree that:
(i) if this Product requires mandatory activation, your License and ability to Use this Product is contingent upon you successfully completing the activation process and providing eChef with accurate information as required by such process;
(ii) if this Product requires mandatory registration, your License and ability to Use this Product is contingent upon you successfully completing the registration process and providing eChef with accurate information as required by such process; and
(iii) eChef may provide you with product and marketing information regarding this Product and other eChef products and services while you are Using the Product.
If you fail to activate or register a Product which requires mandatory activation or registration in the amount of time specified in the Product, you will be unable to Use this Product and your License to Use the Product shall be suspended until such time as you promptly complete the activation and/or registration process. Any attempt to circumvent the activation or registration technology or other mechanism contained within the Product is a violation of this License and shall result in the automatic and immediate termination of your License to Use the Product.

2. TRIAL VERSION ADDENDUM TO THE GENERAL LICENSE AGREEMENT:
2.1 If this Product is a Trial Version, your Use of the Trial Version Product is governed by the terms of the General License Agreement as modified by the terms of this Trial Addendum until such time as you purchase a license to the full retail version of the Product. In the event of any conflict between the terms of the General License Agreement and this Trial or Starter Version Addendum, the terms of the Trial or Starter Version Addendum shall govern.
The Trial Version of the Product will become inoperable after a designated period of time (e.g. 30, days) or after a specific number of product executions as specified by the Product after installation. After this date or this number of product executions, the License hereunder shall terminate and you will not be able to access any files created with this trial version unless you have licensed or registered version of the product. Any attempt to circumvent any expiration date technology/time bomb mechanism or other mechanism contained within the Product which is intended to limit your ability to Use the Product only as a Trial Version or to a specified period is a violation of this License and shall result in the automatic and immediate termination of your License to Use the Product.

2.2 eChef DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND (INCLUDING IN NEGLIGENCE), HOWEVER, WHERE LEGAL LIABILITY CANNOT BE EXCLUDED FOR TRIAL VERSION SOFTWARE, BUT IT MAY BE LIMITED, eChef'S LIABILITY AND THAT OF ITS SUPPLIERS AND DEALERS SHALL BE LIMITED TO, AT eChef'S OPTION, THE AMOUNT PAID BY YOU FOR THE PRODUCT, OR THE REPAIR OR REPLACEMENT OF THE GOODS, THE RE-SUPPLY OF EQUIVALENT GOODS, OR THE COSTS THEREOF.