ELECARD END USER LICENSE AGREEMENT

This End User License Agreement ('EULA') is a legal binding agreement between you (in case hereby you act as individual) or your employer (in case hereby you act as employee) and Elecard Devices, CJSC, a company duly incorporated under the laws of Russian Federation with its principal offices at 3 Razvitiya Ave., Tomsk, 634055, Russia ('Elecard'). In case you act as an employee, your employer hereby should be considered as proper licensee, even if you are the only person familiar with this EULA.

DEFINITION

1.1. For the purpose of this EULA “Elecard’s Software' means all of the contents of the files, disk(s), CD-ROM(s) or other media with which this EULA is provided, including but not limited to (i) Elecard’s or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works; (iii) related explanatory written materials or files; and (iv) fonts;

LICENSE AND RESTRICTIONS

2.1. Upon acceptance of this EULA Elecard authorizes you to download and to install one (1) copy of the Elecard’s Software. In case you wish to use multiple copies of the Elecard’s Software you must obtain additional licenses;
2.2. Evaluation version. In case of Elecard’s Software is not properly registered by you or your predecessor (previous end user), this EULA grants you the following rights:
2.2.1. Use – You may use each copy of Elecard’s Software solely for your internal evaluation, trial and testing purposes only on one (1) computer and maximum two (2) screens, attached to the computer the Elecard’s Software is installed on in strict compliance with the terms, stated below;
2.2.2. Copy for backup purposes – You may make one (1) copy of the Elecard’s Software in machine-readable form for backup purposes only. You must clearly state on such copy Elecard copyright notices and you must not transfer, sell, lease or lend such backup copy or use it for other purposes;
2.3. Registered version. In case of Elecard’s Software is registered by you or your predecessor (previous end user), this EULA grants you the following rights:
2.3.1. Use – You may use each copy of Elecard’s Software solely for your personal, nonexclusive and noncommercial usage on one (1) computer and maximum two (2) screens, attached to the computer the Elecard’s Software is installed on. In case you wish to use Elecard’s Software in the commercial activity, you must obtain additional license from Elecard and until you obtain such additional license, your commercial usage of Elecard’s Software is illegal. For the purpose of this EULA “Commercial usage” of and “Commercial activity” with Elecard’s Software means activity in such manner that the Software is intended primarily for Licensee’s direct revenue-generating use or is intended to serve as a main resource to generate revenue for Licensee, including monitoring and testing equipment;
2.3.2. Copy for backup purposes – You may make one copy of the Elecard’s Software in machine-readable form for backup purposes only. You must clearly state on such copy Elecard copyright notices and you must not transfer, sell, lease or lend such backup copy or use it for other purposes;
2.3.3. Transferring in of rights - Notwithstanding to the contrary in Section 2.5.4 below you may transfer all your rights to use the Elecard’s Software to another person or legal entity provided that: (a) you also transfer each this EULA, the Elecard’s Software and all other software or hardware bundled or pre-installed with the Elecard’s 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; and (c) the receiving party accepts the terms and conditions of this EULA;
2.4. Evaluation version. In case of Elecard’s Software is not properly registered by you or your predecessor (previous end user), then in addition to the restrictions, stated in the Sections 2.5.1, 2.5.2, 2.5.3, 2.5.4, 2.5.5, 2.5.6 and 2.5.7 below you also may not use the Elecard’s Software for purposes, other than evaluation, trial and testing purposes;
2.5. Registered version. In case of Elecard’s Software is registered by you or your predecessor (previous end user), then in no event will your performance of your activities with Elecard’s Software be outside the scope and/or contrary to the Section 2.3, including, but not limited:
2.5.1. You may not alter, merge, adapt or translate the Elecard’s Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Elecard’s Software to a human-perceivable form, including but not limited to source code;
2.5.2. You may not make any modifications to the Elecard’s Software;
2.5.3. You may not make any copies of the Elecard’s Software or its related documentation for any purpose unless you fully comply with the conditions abovementioned regarding 'Copy for backup purposes';
2.5.4. You may not sell, distribute, rent, lease, sublicense or authorize all or any portion of the Elecard’s Software to be copied onto another user’s computer;
2.5.5. You may not unbundle the component parts of the Elecard’s Software for use on different computers;
2.5.6. Elecard’s Software, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Elecard’s Software;
2.5.7. In addition to any other condition or provision concerning jurisdiction or any other aspect of international law, you are also responsible for compliance with the laws of your local jurisdiction;
2.6. You should be aware that this EULA does not comprise all the technology, or include licenses to all of the patents or other intellectual property, required to use or distribute the Elecard’s Software. In case the Elecard’s Software implements H.264 (AKA 'AVC' or 'MPEG-4 part 10') Encoder or Decoder, then this notice comes into force: THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM; In case the Elecard’s Software implements MPEG-2 Encoder, then this notice comes into force: ANY USE OF THIS PRODUCT OTHER THAT CONSUMER PERSONAL USE IN ANY MANNER THAT COMPLIES WITH THE MPEG-2 STANDARD FOR ENCODING VIDEO INFORMATION FOR PACKAGED MEDIA IS EXPRESSLY PROHIBITED WITHOUT A LICENSE UNDER APPLICABLE PATENTS IN THE MPEG-2 PATENT PORTFOLIO, WHICH LICENSE IS AVAILABLE FROM MPEG LA, L.L.C, 250 STEELE, SUITE 300, DENVER, COLORADO 80206; In case the Elecard’s Software implements MPEG-4 Visual Decoder and Encoder, then this notice comes into force: THIS PRODUCT IS LICENSED UNDER THE MPEG-4 VISUAL PATENT PORTFOLIO LICENSE FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER FOR (i) ENCODING VIDEO IN COMPLIANCE WITH THE MPEG-4 VISUAL STANDARD ('MPEG-4 VIDEO') AND/OR (ii) DECODING MPEG-4 VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED BY MPEG LA TO PROVIDE MPEG-4 VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION INCLUDING THAT RELATING TO PROMOTIONAL, INTERNAL AND COMMERCIAL USES AND LICENSING MAY BE OBTAINED FROM MPEG LA, LLC. SEE HTTP://WWW.MPEGLA.COM; In case the Elecard’s Software implements MPEG-4 Systems Encoder then, this notice comes into force: THIS PRODUCT IS LICENSED UNDER THE MPEG-4 SYSTEMS PATENT PORTFOLIO LICENSE FOR ENCODING IN COMPLIANCE WITH THE MPEG-4 SYSTEMS STANDARD, EXCEPT THAT AN ADDITIONAL LICENSE AND PAYMENT OF ROYALTIES ARE NECESSARY FOR ENCODING IN CONNECTION WITH (i) DATA STORED OR REPLICATED IN PHYSICAL MEDIA WHICH IS PAID FOR ON A TITLE BY TITLE BASIS AND/OR (ii) DATA WHICH IS PAID FOR ON A TITLE BY TITLE BASIS AND IS TRANSMITTED TO AN END USER FOR PERMANENT STORAGE AND/OR USE. SUCH ADDITIONAL LICENSE MAY BE OBTAINED FROM MPEG LA, LLC. SEE <HTTP://WWW.MPEGLA.COM> FOR ADDITIONAL DETAILS; In case the Elecard’s Software includes H.264/AVC CODECs YOU MAY NOT USE THEM WITH ANY OTHER SOFTWARE, EXCEPT GIVEN ELECARD’S SOFTWARE.

You agree that Elecard may audit your use of the Elecard’s Software for compliance with these terms at any time, upon reasonable notice. Elecard reserves its right to discontinue any Internet based services, which may be available to you in relation to the Elecard’s Software, at its sole discretion.

UPDATE AND UPGRADE POLICY

3.1. For the purpose of this EULA the “Update” shall mean a modification to the Elecard’s Software that contains corrections of errors and minor enhancements, and “Upgrade” shall mean a modification to the Elecard’s Software that provides additional features or performs additional functions not provided or performed by the Elecard’s Software originally delivered to you;
3.2. Until the new major version of the Elecard’s Software is released you may receive from Elecard the Updates to the Elecard’s Software at free of charge. As soon as Elecard releases the new major version of the Elecard’s Software you will have to purchase from Elecard the additional license to use the Updated Elecard’s Software;
3.3. It is hereby stated that unless you purchase from Elecard the additional license you will not be entitled to receive Upgrades to the Elecard’s Software;
3.4. The conditions of this EULA apply to any Update, Upgrade or additional component added to the Elecard’s Software originally installed by you. In case that these include a separate agreement, its conditions will be in addition to the conditions of this EULA, unless the separate agreement specifies that its conditions prevail over the original conditions, and there is no doubt that the new agreement was approved by Elecard.

ACTIVATION AND RECOMPILATION OF THE SOFTWARE
The Software can be activated via two alternative activation methods:
4.1. Activation with a HW ID. License is locked to the hardware configuration. Some changes to your hardware components may require you to reactivate the Software. Recompilation for new hardware configuration is free of charge no more than three times. If extra recompilation is required, you shall purchase the Update.
4.2. Activation with a USB dongle (HASP Key). You can use the Software on any computer. If the USB dongle gets lost or failed or stolen, you shall purchase an additional USB dongle. This USB dongle shall be paid separately.

EXPORT CONTROLS
5.1. Neither Party shall commit any act or cause any person to commit any act which would violate any U.S. export control laws, the laws of all EU Member States, UNO regulations or other applicable export control laws, rules or regulations, and each Party will take any and all actions within its ability to assure compliance with such laws, rules or regulations.
5.2. You may not use or otherwise export or re-export the Software except as authorized by U.S. law, the laws of all EU Member States and other applicable laws and regulations. You agree to comply strictly with all such laws and regulations and acknowledge that the Software may not be, directly or indirectly, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria or any U.S. embargoed countries (EU embargoed countries) or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List or Entity List, EU’s denied party list or all EU Member States’ denied party list (each, a 'List ').
5.3. You hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such embargoed country or on any such List and you will not use or transfer the Software, or any derivatives thereof, for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses.
5.4. Elecard has no obligation or liability in respect to any infringement claims in the event that the Software is used or located by licensee in any U.S. embargoed countries (EU embargoed countries). In such cases, You shall indemnity and hold harmless Elecard against any loss, cost, expense (including reasonable attorneys' fees and court costs), damage, settlement, or other liability incurred by Elecard with respect to the infringement claims.


TERMINATION

6.1. Evaluation version. In case of Elecard’s Software is not properly registered by you or your predecessor (previous end user), this EULA and, accordingly, use of Elecard’s Software shall terminate immediately without notice from Elecard upon the expiration of 30 calendar days from installation of Elecard’s Software on your computer (Evaluation period). In this case you must delete or destroy the Elecard’s Software, the backup copy, related documentation and all copies thereof. As of the moment of this termination, you may no longer reuse the Elecard’s Software for any purpose without registration of the Elecard’s Software;
6.2. Registered version. In case of Elecard’s Software is registered by you or your predecessor (previous end user), then Elecard may terminate this EULA in the event you break any provision under this EULA. In these cases you must delete or destroy the Elecard’s Software, the backup copy, related documentation and all copies thereof without the refund of the amounts paid you for Elecard's Software.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

7.1. EXCEPT FOR THE SERVICE MENTIONED IN THE SECTION 3.2 ABOVE, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAWS ELECARD MAKES NO WARRANTIES HEREUNDER TO YOU WITH RESPECT TO THE ELECARD’S SOFTWARE AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE OF DEALING, INCLUDING ALL WARRANTIES OF TITLE, PERFORMANCE, USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON ¬INFRINGEMENT AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. ELECARD ALSO MAKES NO WARRANTY REGARDING NON INTERRUPTION OF USE. NO ORAL OR WRITTEN STATEMENT PROVIDED BY ELECARD SHALL CREATE ANY WARRANTY;
7.2. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAWS, IN NO EVENT SHALL ELECARD BE LIABLE FOR ANY LOST PROFITS, REVENUE OR BUSINESS OPPORTUNITY, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATED TO THE ELECARD’S SOFTWARE, ANY PART THEREOF, THE DOCUMENTATION OR OTHERWISE RELATED TO THIS EULA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT ELECARD’S SOFTWARE LIABILITY, OR OTHERWISE, EVEN IF ELECARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
7.3. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAWS, IN NO EVENT SHALL ELECARD’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE ELECARD’S SOFTWARE, ANY PART THEREOF, THE DOCUMENTATION OR OTHERWISE RELATING TO THIS EULA, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED 100% (ONE HUNDRED PERCENT) OF THE CUMULATIVE LICENSE FEE, PAID BY YOU IN ACCORDANCE WITH THE EULA. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN;
7.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF CERTAIN DAMAGES OR LIABILITIES, SO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTIONS 5.2 AND 5.3 ABOVE MAY NOT APPLY IN FULL OR IN PART.

MISCELLANEOUS

8.1. This EULA shall be construed in accordance with and governed by the law of Russia;
8.2. This EULA constitutes the entire agreement between you and Elecard with respect to the use of the Elecard’s Software and it supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Section may be excluded by your written agreement with Elecard. Special rules may apply to the use of certain Elecard’s Software, which is listed in Elecard's website and are incorporated into these EULA by reference.
8.3. Elecard may elect to deliver the Elecard’s software electronically via e-mail or internet download. Hereby you acknowledge that problems can arise during electronic data transmission and you assume all responsibility for verifying that any transmitted data is complete and correct;
8.4. As a rule, all notices, requests and demands given to or made upon the Parties shall be in writing and shall be delivered with delivery receipt. At the same time, in accordance with this EULA some notices may be sent by the e-mail or fax. Each Party hereby acknowledges that all notices delivered under this EULA should be addressed as follows:

Elecard Devices, CJSC
3 Razvitiya Ave., Tomsk
Russian Federation, 634055
E-mail: sales@elecard.com

Any such notice shall be deemed accepted upon actual receipt;

Your use of the Elecard's Software, as defined above, signifies your approval and acceptance to these terms and conditions contained in this EULA. If you do not agree to the terms and conditions of this EULA, you are not authorized to use the Elecard's Software in any way, including but not limited to downloading, installing or copying Elecard Software.

In case you have any questions concerning this EULA or the Elecard’s Software, you may contact Elecard's support team by sending an e-mail to tsup@elecard.com or visiting Elecard's website: http://www.elecard.com.