Pen Scanner Software Scanmarker 1.00

EULA - End User License Agreement

END USER LICENSING AGREEMENT ("EULA")

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE, OR OPENING THE PRODUCT''S PACKAGE.

BY CLICKING ON THE "ACCEPT" BUTTON, DOWNLOADING THE SOFTWARE, OR USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE. RETURN THE PRODUCT TO THE PLACE OF PURCHASE.

1. DEFINITIONS

1.1. "Software" shall mean Topscan Scanmarker application, applicable drivers generated by the Company (as defined below), code, updates, support services, internet based services (if such services exist), and applicable documentation.

1.2. "Hardware" shall mean the Topscan Scanmarker scanner, its schematics, components, processes, firmware, firmware updates and applicable documentation.

1.3. "Product" shall mean the Software and Hardware.

1.4. "Customer" or "You" shall mean the person or entity that has purchased the Product.

2. GRANT OF LICENSE

2.1. Subject to compliance with the terms of this EULA, Topscan Ltd. (the Company") grants You a license enabling You to use the Software, including all the images, photos, and text incorporated into the Software, as well as the accompanying documentation and all of the Software copies solely as set forth below. All conditions stated below apply both to the Product as a whole and to all of its separate components.

2.2. Customer is allowed to make one (1) backup copy of the Software for reinstallation purposes only. Such copy shall be subject to applicable provisions of this EULA.

2.3. Customer is prohibited from transferring any right and/or limitation imposed on him pursuant to this EULA to any other person or entity.

3. TERMS OF LICENSE

3.1. The Company grants you the right to install and use the copy of the Software on one computer running a validly licensed copy of the operating system for which the Product was designed.

3.2. The Software may be installed on a single file server for use on a single local area network, provided that no more than one (1) workstation connected to such server will access the Software''s executable files at any given time.

3.3. CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, CONFIDENTIAL MATERIAL (AS DEFINED IN SECTION 4.1 BELOW); MODIFY THE CONFIDENTIAL MATERIAL; REVERSE COMPILE, MODIFY, ADAPT, TRANSLATE, CHANGE OR REMOVE ANY TRADEMARKS OR COPYRIGHTS, REVERSE ENGINEER OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE CONFIDENTIAL MATERIAL; OR RENT, LEASE, DISTRIBUTE, SELL, EXPORT, INTEGRATE WITH NON COMPLIANT PRODUCTS OR CREATE DERIVATIVE WORKS OF THE CONFIDENTIAL MATERIAL.

3.4. Customer shall also prevent other persons or entities from using/misusing the Product purchased by You, not in accordance with the provisions of this EULA.

3.5. Please note that applicable provisions of this EULA subject You to comply with certain limitations with regard to the Hardware as well, including as part of the Product. By opening the Product''s package or by downloading/installing the Software, Customer agrees to comply with such sections as well.

4. PROPRIETERY RIGHTS

4.1. Customer agrees and acknowledges that the Product, including the source code, designs, schematics, algorithms, models, firmware, processes, trademarks or logos, and any updates thereto, constitute trade secrets and/or copyrighted material of the Company (collectively, the "Confidential Material").

4.2. Customer agrees not to disclose, provide, or otherwise make available the Confidential Material, in any form to any third party without the prior written consent of the Company. Customer agrees to take reasonable security measures to protect the Confidential Material.

4.3. Title to the Confidential Material and any right not expressly granted to Customer under this Agreement, shall remain solely with the Company.

4.4. Embedded fonts, OCR and other elements used in the Software may be subject to copyrights and the copyright owner may impose conditions under which such elements can be used. In no event shall the Company be liable for any damages arising out of or in connection with Your use of embedded elements.

5. LIMITATION OF LIABILITY

5.1. EXCEPT AS SPECIFIED IN THIS SECTION 5, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF THE COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY''S LIABILITY TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLEGANCE), OR OTHERWISE, EXCEED THE PRICE PAID BY CUSTOMER FOR THE PRODUCT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE WARRANTY STATED IN THIS SECTION 5 FAILS OF ITS ESSENTIAL PURPOSE.

5.2. The Company warrants that for a period of ninety (90) days from the date of shipment from Company or from the date of download from the Company''s designated website (as applicable): (i) if shipped, the Hardware and the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Product substantially conforms to its published specifications. Except for the foregoing, the Product is provided AS IS.

5.3. The Company''s limited warranty extends only to the Customer as the original licensee. In the event that the Customer has reported to the Company or its suppliers (if applicable), of a defect (pursuant to section 5.2 above), then the Company shall have the option to replace, repair or provide Customer with a refund, at Company''s discretion. Customer hereby agrees that Customer shall not be entitled to any other remedy not prescribed herein. In no event does the Company warrant that the Software is error free or that Customer will be able to operate the Product without problems or interruptions.

5.4. This warranty shall not apply if the Product (a) has been altered, except by the Company, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by the Company, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, (d) has been tempered with, or (e) is used in hazardous activities, non supported hardware or software (it is clarified that only the Hardware and the Software are supported), or in malicious software infected media.

5.5. Section 5.2 shall not apply to any beta Software, any Product made available for testing and/or demonstration purposes, any temporary Product modules or any Product for which the Company does not receive remuneration. All such Products are provided (if provided) AS IS without any warranty whatsoever.

6. TERMINATION

6.1. The term of this Agreement shall be perpetual, subject to the provisions of this section 6.

6.2. Customer may terminate this Agreement at all time by destroying all copies of the Software.

6.3. The Company may terminate this Agreement without providing any notice to the Customer, in the event that the Customer fails to comply with the provisions of this Agreement.

6.4. In the event of termination pursuant to section 6.3 above, the Customer shall, upon receiving notification from the Company, duly destroy any copies of the Product (including the Software and the Hardware) in his possession.

6.5. Notwithstanding anything to the contrary, sections 3.3, 4, 5.1, 5.3, 5.4, 5.5, 6.5 and 9 shall be perpetual, and shall survive termination of this Agreement.

7. PRODUCT SUPPORT

7.1. The Company may, at its sole discretion, provide certain Software and/or firmware updates, patches and support via channels designated by the Company (the "Support Services").

7.2. Any supplementary software code provided to You as part of the Support Services is to be considered as part of the Product and subject to the terms and conditions of this EULA.

7.3. Customer may be required to provide certain details with regard to the purchase of the Product and/or the specification of the computer hardware in use by the Customer, in order to be entitled to the Support Service.

8. EXPORT LAWS

The Product shall not be exported or re-exported in violation of any export provisions in the laws of the country in which the Product was purchased or otherwise acquired. In addition, Customer represents and warrants that Customer is not prohibited under applicable laws from receiving the Product.

9. GOVERNING LAW AND JUDRISTICTION

This Agreement shall be governed and interpreted according to the laws of the State of Israel and the competent courts of Tel Aviv, Israel, shall have exclusive and sole jurisdiction over any dispute arising out of this Agreement, and no court of any other state shall have jurisdiction over any dispute arising out of this Agreement.