END USER LICENSE AGREEMENT

This Agreement is valid for the TRIAL and PRO Licenses of phiReport.

IMPORTANT, PLEASE READ CAREFULLY: THIS END USER LICENSE AGREEMENT “EULA” IS A LEGAL AGREEMENT BETWEEN YOU (AS AN INDIVIDUAL OR ENTITY, “YOU” THE “CUSTOMER”) AND 3PHI SOLUTIONS INC. (“3phi”) OR ONE OF ITS AUTHORIZED RESELLER OR DISTRIBUTOR (“RESELLER”), FOR PRODUCTS AND SERVICES, WHICH MAY INCLUDE COMPUTER SOFTWARE AND ASSOCIATED DOCUMENTATION (“SOFTWARE”). BY INSTALLING OR OTHERWISE USING THE SOFTWARE OR RECEIVING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE OR SERVICES.

1.0 License Grant. This EULA grants you, the user, a non-exclusive, non-transferable license to install and use the Software, in object code for your internal business purposes under the terms and conditions stated herein. The Software is to be installed, used, and deployed in accordance with the specific license you purchased. This EULA can be updated from time to time, in 3phi’s sole discretion and will be made available at https://www.3phi.solutions/phiReport/phiReportEULA.txt

2.0 Permissible Use. You may use the Software for the number of licenses or capacity that you have purchased. You are permitted to make copies of the Software and documentation for your own use in accordance to EULA. Any copies or partial copies of Software and documentation that you make must incorporate all patent, copyright and trademark notices.

3.0 Prohibited Use. You may not (a) sell, sub-license, rent or lease the Software to another party without purchasing the specific phiReport license to do so, (b) decompile, disassemble, reverse engineer or modify in any manner, any of the Software (except to the extent such prohibition is expressly prohibited by law), (c) use the Software in violation of any applicable laws or regulations, or (d) make available the Software or your license file on any type of public sharing website or forums.

4.0 Evaluation (“TRIAL”) License. Software may be provided to you for beta, demonstration, test or evaluation purposes, or is labeled as “TRIAL”. The license granted under an Evaluation, Beta or TRIAL license shall be for a term of thirty (30) days (the “Trial Period”) unless otherwise provided by 3phi, limited specifically for evaluation or demonstration purposes only. You agree not to use the Software under an Evaluation License in a production environment or for production data processing purposes and your use of a Beta or Evaluation License Software is at your sole risk to backup data. There is no obligation to support, maintain or provide any assistance regarding this license. In no event will 3phi and its Reseller be liable for any damages for any claim or cause for any direct, actual, indirect damages, loss of data, consequential, incidental or special indirect damages, even if 3phi and Reseller have been advised of the possibility of such damages.

5.0 “BASIC” License. The BASIC License is no longer available.

6.0 Maintenance and Support (“Maintenance”) for the PRO license of the Software is available during normal business hours directly from the party the Software was purchased from. A Software Maintenance Agreement (SMA) is required the first year after purchase and optional thereafter. Maintenance will commence upon the date your order is processed and the Software activated. You will receive (a) support for your Software, and (b) any updates, enhancements or improvements that are included or defined in the Maintenance Policies. Software updates cannot be applied to the Software with an expired Maintenance.

7.0 Custom Features and Enhancements (“Enhancements”). In the event new features and/or enhancements to the Software are created by 3phi at your request for your own needs based on your requirements or not and paid by you on a time and material basis or as fixed price, you acknowledge that (a) the time spent working on the Enhancements is not considered work for hire even when paid by you (b) these Enhancements (source code and intellectual property) is fully owned by 3phi, (c) you are not eligible to any sort of compensation, including financial, for the sale of new versions of the Software that includes the Enhancements.

8.0 Technical Information Collection. You agree that 3phi/Reseller may, for business purposes and improving the Software, collect, process and use technical information that is gathered as part of any product maintenance and support services provided to you, and any other technical information you provide to 3phi/Reseller, provided that such information does not identify You, a specific individual or entity, or contain any personally identifiable information. By providing technical data and information to 3phi/Reseller, you consent to 3phi/Reseller’s storage and processing of such technical information for purposes of providing Software and support to you.

9.0 Intellectual Property Rights. All right, title and interest to the intellectual property rights in and to the Software, and any copies that you are permitted to make, are owned by 3phi and is protected by copyright, trade secret and other intellectual property laws and international treaties. This Software is LICENSED, NOT SOLD. The purchase of the Software license (perpetual or subscription), is non-returnable and non-refundable. The Software is protected by Copyright Registration Number TX 8-622-846.

10.0 Limited Warranty.
10.1 3phi warrants to Licensee that the Software will perform substantially in accordance with the applicable User Guide for a period of 90 days after the date of purchase. All warranty claims must be made within the 90-day warranty period by contacting 3phi or Reseller.
10.2 Despite Section 10.1, if the Software was provided to Licensee free of charge (e.g. the 30-day TRIAL License), the Software is delivered AS IS and with all faults, and without warranty of any kind.
10.3 OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 10.1, 3PHI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY OR COMPATIBILITY. ADDITIONALLY, 3PHI DOES NOT WARRANT THAT THE SOFTWARE IS FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.
10.4 The entire liability of 3phi and Reseller related to any warranty claim under Section 10, and Licensees sole and exclusive remedy under any warranty, will be limited to, at 3phi ‘ s option: (a) repair of the Software based on the warranty claim; (b) replacement of the Software; or (c) a refund of the license fee paid by Licensee for the Software. Replacement of the Software and refunds of the license fee will be subject to Licensee’s return of the Software to 3phi or Reseller. The warranty for replacement Software will be 30 days after the date of replacement or for the remainder of the original warranty term, whichever is longer.

11.0 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF 3PHI AND ITS AGENTS FOR ALL MATTERS AND CLAIMS RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT THE LICENSEE PAID FOR THE SOFTWARE DURING THE 12 MONTHS PRIOR TO THE DATE THE CLAIM AROSE. ADDITIONALLY, SUBJECT TO APPLICABLE LAW, 3PHI AND ITS AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR (A) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET 3PHI SYSTEM REQUIREMENTS. THE ABOVE LIMITATIONS APPLY REGARDLESS OF WHETHER 3PHI OR ITS AGENTS HAD KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.

12.0 Termination. 3phi/Reseller may immediately terminate this Agreement, including the license to the Software, if you fail to comply with any of the provisions of this Agreement or applicable laws. Upon any termination, you must immediately stop using, uninstall and destroy all copies of the Software of all End Users and otherwise, except one archival copy may be retained for legal purposes only. Sections 3, 6, 8, 9 and 10 of this Agreement will survive and remain in effect even if this Agreement is terminated.

13.0 General. This Agreement sets forth 3phi and Reseller’s entire obligation and End User’s exclusive rights with respect to the Software and, except to the extent otherwise specifically provided in a purchase order or other written communication or advertising signed or jointly issued by both parties with respect to the Software, supersedes any conflicting terms of any purchase order and any other communication or advertising with respect to the Software. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected. This EULA will be governed by and construed in accordance with the laws of the USA. You agree that exclusive jurisdiction for any claim or dispute arising out of or in connection with this EULA resides in the Courts of Orange County in the state of California. This Agreement and the underlying licenses may not be assigned without completely removing the software installation from the assignor, notifying and providing 3phi and/or Reseller with the assignee contact information (for support purposes), and is subject to the assignee agreeing to and complying with the terms and conditions of this Agreement and the Licensing Policy.