THIS IS A LEGAL DOCUMENT -- RETAIN FOR YOUR RECORDS
News Hub Media END-USER LICENSE AGREEMENT
Licensor:
PF Media Technologies LLC
d/b/a News Hub Media
41100 Plymouth Road Building 2, Suite 118
Plymouth, Michigan 48170, USA
Important - Read Carefully. Notice to User:
This End User License Agreement (“Software License Agreement”) is a legal document
between you and News Hub Media (“NHM”). It is important that you read this document
before using the NHM-provided software (“Software”) and any accompanying
documentation, including, without limitation printed materials, ‘online’ files, or electronic
documentation (“Documentation”). By clicking the “I accept” and “Next” buttons below,
or by installing, or otherwise using the Software, you agree to be bound by the terms of this
Software License Agreement as well as the NHM Privacy Policy (“Privacy Policy”)
including, without limitation, the warranty disclaimers, limitation of liability, data use and
termination provisions below, whether or not you decide to purchase the Software. You
agree that this agreement is enforceable like any written agreement negotiated and signed
by you. If you do not agree, you are not licensed to use the Software, and you must destroy any
downloaded copies of the Software in your possession or control. Please go to our Web site at
http://www.newshubmedia.com/license to download and print a copy of this Software License
Agreement for your files and http://www.newshubmedia.com/privacy to review the privacy
policy.
1. SOFTWARE LICENSE
(a) License Grant. Upon your acceptance of this Software License Agreement NHM grants you
a non-exclusive, non-transferable (except as provided below), limited license to install and use a
copy of the Software on your compatible computer.
(b) Backup and Archival Copies. You may make one backup and one archival copy of the
Software, provided your backup and archival copies are not installed or used on any computer
and further provided that all such copies shall bear the original and unmodified copyright, patent
and other intellectual property markings that appear on or in the Software. You may not transfer
the rights to a backup or archival copy.
(c) Key Codes, Upgrades and Updates. Prior to your purchase and as part of the registration for
the thirty (30) -day evaluation period, as applicable, you will receive an evaluation key code.
You will receive a purchase key code when you elect to purchase the Software. The purchase
key code will enable you to activate the Software beyond the initial evaluation period. You may
not re-license, reproduce or distribute any key code except with the express written permission of
NHM. If the Software that you have licensed is an upgrade or an update, then the update replaces
all or part of the Software previously licensed. The update or upgrade and the associated license
keys does not constitute the granting of a second license to the Software in that you may not use
the upgrade or update in addition to the Software that it is replacing. You agree that use of the
upgrade of update terminates your license to use the Software or portion thereof replaced.
(d) Title. Title to the Software is not transferred to you. Ownership of all copies of the Software
and of copies made by you is vested in NHM, subject to the rights of use granted to you in this
Software License Agreement. As between you and NHM, documents, files, stylesheets,
generated program code (including the Unrestricted Source Code) and schemas that are authoredor created by you via your utilization of the Software, in accordance with its Documentation and
the terms of this Software License Agreement, are your property.
(e) Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code, underlying ideas, underlying user interface techniques or
algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of
the foregoing. Any information supplied by NHM or obtained by you may not be disclosed to
any third party or used to create any software which is substantially similar to the expression of
the Software.
(f) Other Restrictions. You may not loan, rent, lease, sublicense, distribute or otherwise transfer
all or any portion of the Software to third parties. You may not copy the Software except as
expressly set forth above, and any copies that you are permitted to make pursuant to this
Software License Agreement must contain the same copyright, patent and other intellectual
property markings that appear on or in the Software. You may not modify, adapt or translate the
Software. You may not, directly or indirectly, encumber or suffer to exist any lien or security
interest on the Software; knowingly take any action that would cause the Software to be placed
in the public domain; or use the Software in any computer environment not specified in this
Software License Agreement. You will comply with applicable law and NHM’s instructions
regarding the use of the Software. You agree to notify your employees and agents who may have
access to the Software of the restrictions contained in this Software License Agreement and to
ensure their compliance with these restrictions. YOU AGREE THAT YOU ARE SOLELY
RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE SOFTWARE FOR
YOUR INTENDED USE AND YOU WILL INDEMNIFY AND HOLD HARMLESS NHM
FROM ANY 3RD PARTY SUIT TO THE EXTENT BASED UPON THE ACCURACY AND
ADEQUACY OF THE SOFTWARE IN YOUR USE. WITHOUT LIMITATION, THE
SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS OR AIR
TRAFFIC CONTROL EQUIPMENT, WHERE THE FAILURE OF THE SOFTWARE
COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE.
2. INTELLECTUAL PROPERTY RIGHTS
Acknowledgement of NHM's Rights. You acknowledge that the Software and any copies that
you are authorized by NHM to make are the intellectual property of and are owned by NHM and
its suppliers. The structure, organization and code of the Software are the valuable trade secrets
and confidential information of NHM and its suppliers. The Software 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. You acknowledge that NHM retains the
ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property
rights pertaining to the Software, and that NHM’s ownership rights extend to any images,
photographs, animations, videos, audio, music, text and “applets” incorporated into the Software
and all accompanying printed materials. You will take no actions which adversely affect NHM’s
intellectual property rights in the Software.
Trademarks shall be used in accordance with accepted trademark practice, including
identification of trademark owners’ names. Trademarks may only be used to identify printed
output produced by the Software, and such use of any trademark does not give you any right of
ownership in that trademark. StudioTracker, Automator, WebImposer, ColorSaver, Vertex, and
GoMediaHub are trademarks of NHM (registered in numerous countries). Except as expressly
stated above, this Software License Agreement does not grant you any intellectual property
rights in the Software. Notifications of claimed copyright infringement should be sent to NHM’s
copyright agent as further provided on the NHM Web Site.
3. LIMITED TRANSFER RIGHTS
Notwithstanding the foregoing, you may transfer all your rights to use the Software to another
person or legal entity provided that: (a) you also transfer each of this Software License
Agreement, the Software and all other software or hardware bundled or pre-installed with the
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; (c) the receiving party secures a personalized key code
from NHM; and (d) the receiving party accepts the terms and conditions of this Software
License Agreement and any other terms and conditions upon which you legally purchased a
license to the Software. (e) you will have your key code deactivated by NHM. Notwithstanding
the foregoing, you may not transfer education, pre-release, or not-for-resale copies of the
Software.
4. PRE-RELEASE AND EVALUATION PRODUCT ADDITIONAL TERMS
If the product you have received with this license is pre-commercial release or beta Software
(“Pre-release Software”), then this Section applies. In addition, this section applies to all
evaluation and/or demonstration copies of NHM software (“Evaluation Software”) and continues
in effect until you purchase a license. To the extent that any provision in this section is in
conflict with any other term or condition in this Software License Agreement, this section shall
supersede such other term(s) and condition(s) with respect to the Pre-release and/or Evaluation
Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Pre-
release Software is a pre-release version, does not represent final product from NHM, and may
contain bugs, errors and other problems that could cause system or other failures and data loss.
CONSEQUENTLY, THE PRE-RELEASE AND/OR EVALUATION SOFTWARE IS
PROVIDED TO YOU “AS-IS” WITH NO WARRANTIES FOR USE OR
PERFORMANCE, AND NHM DISCLAIMS ANY WARRANTY OR LIABILITY
OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WHERE
LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE AND/OR
EVALUATION SOFTWARE, BUT IT MAY BE LIMITED, NHM’S LIABILITY AND THAT
OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (USD
$50) IN TOTAL. If the Evaluation Software has a time-out feature, then the software will cease
operation after the conclusion of the designated evaluation period. Upon such expiration date,
your license will expire unless otherwise extended. Access to any files created with the
Evaluation Software is entirely at your risk. You acknowledge that NHM has not promised or
guaranteed to you that Pre-release Software will be announced or made available to anyone in
the future, that NHM has no express or implied obligation to you to announce or introduce the
Pre-release Software, and that NHM may not introduce a product similar to or compatible with
the Pre-release Software. Accordingly, you acknowledge that any research or development that
you perform regarding the Pre-release Software or any product associated with the Pre-release
Software is done entirely at your own risk. During the term of this Software License Agreement,
if requested by NHM, you will provide feedback to NHM regarding testing and use of the Pre-
release Software, including error or bug reports. If you have been provided the Pre-release
Software pursuant to a separate written agreement, your use of the Software is governed by such
agreement. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-
release Software. Upon receipt of a later unreleased version of the Pre- release Software or
release by NHM of a publicly released commercial version of the Software, whether as a stand-
alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release
Software received from NHM and to abide by the terms of the license agreement for any such
later versions of the Pre-release Software.
5. LIMITED WARRANTY AND LIMITATION OF LIABILITY
(a) Limited Warranty and Customer Remedies. NHM warrants to the person or entity that
first purchases a license for use of the Software pursuant to the terms of this Software License
Agreement that (i) the Software will perform substantially in accordance with any
accompanying Documentation for a period of ninety (90) days from the date of receipt, and (ii)
any support services provided by NHM shall be substantially as described in Section 6 of this
agreement. Some states and jurisdictions do not allow limitations on duration of an implied
warranty, so the above limitation may not apply to you. To the extent allowed by applicable law,
implied warranties on the Software, if any, are limited to ninety (90) days. NHM’s and its
suppliers’ entire liability and your exclusive remedy shall be, at NHM’s option, either (i) return
of the price paid, if any, or (ii) repair or replacement of the Software that does not meet NHM’s
Limited Warranty and which is returned to NHM with a copy of your receipt. This Limited
Warranty is void if failure of the Software has resulted from accident, abuse, misapplication,
abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement
Software will be warranted for the remainder of the original warranty period or thirty (30) days,
whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release
Software.
(b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND
REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR NHM OR ITS
SUPPLIER’S BREACH OF WARRANTY. NHM AND ITS SUPPLIERS DO NOT AND
CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY
USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND
FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT
WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW
APPLICABLE TO YOU IN YOUR JURISDICTION, NHM AND ITS SUPPLIERS MAKE NO
WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR
IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR
OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, NHM AND ITS SUPPLIERS DISCLAIM ALL
OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE
AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS,
WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
(c) Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL
NHM OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT,
INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY
LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR
THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF NHM
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE,
NHM’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE
AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR
THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the
exclusion or limitation of liability, the above limitation may not apply to you. In such states and
jurisdictions, NHM’s liability shall be limited to the greatest extent permitted by lawand the limitations or exclusions of warranties and liability contained herein do not prejudice
applicable statutory consumer rights of person acquiring goods otherwise than in the course of
business. The disclaimer and limited liability above are fundamental to this Software License
Agreement between NHM and you.
(d) Infringement Claims. NHM will indemnify and hold you harmless and will defend or settle
any claim, suit or proceeding brought against you by a third party that is based upon a claim that
the content contained in the Software infringes a copyright or violates an intellectual or
proprietary right protected by United States or European Union law (“Claim”), but only to the
extent the Claim arises directly out of the use of the Software and subject to the limitations set
forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify
NHM in writing of any Claim within ten (10) business days after you first receive notice of the
Claim, and you shall provide to NHM at no cost with such assistance and cooperation as NHM
may reasonably request from time to time in connection with the defense of the Claim. NHM
shall have sole control over any Claim (including, without limitation, the selection of counsel
and the right to settle on your behalf on any terms NHM deems desirable in the sole exercise of
its discretion). You may, at your sole cost, retain separate counsel and participate in the defense
or settlement negotiations. NHM shall pay actual damages, costs, and attorney fees awarded
against you (or payable by you pursuant to a settlement agreement) in connection with a Claim
to the extent such direct damages and costs are not reimbursed to you by insurance or a third
party, to an aggregate maximum equal to the purchase price of the Software. If the Software or
its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of NHM’s legal
counsel the Software is likely to become the subject of a Claim, NHM shall attempt to resolve
the Claim by using commercially reasonable efforts to modify the Software or obtain a license to
continue using the Software. If in the opinion of NHM’s legal counsel the Claim, the injunction
or potential Claim cannot be resolved through reasonable modification or licensing, NHM, at its
own election, may terminate this Software License Agreement without penalty, and will refund
to you on a pro rata basis any fees paid in advance by you to NHM. THE FOREGOING
CONSTITUTES NHM’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL
PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not
be such, except for customer-supplied elements.
6. SUPPORT AND MAINTENANCE
NHM offers multiple optional “Maintenance & Support Package(s)” (“MSP”) for the version of
Software product edition that you have licensed, which you may elect to purchase in addition to
your Software license. The Support Period, hereinafter defined, covered by such MSP shall be
delineated at such time as you elect to purchase a MSP. Your rights with respect to support and
maintenance as well as your upgrade eligibility depend on your decision to purchase MSP and
the level of MSP that you have purchased:
(a) If you have not purchased MSP, you will receive the Software AS IS and will not receive any
maintenance releases or updates. However, NHM, at its option and in its sole discretion on a
case by case basis, may decide to offer maintenance releases to you as a courtesy, but these
maintenance releases will not include any new features in excess of the feature set at the time of
your purchase of the Software. In addition, NHM will provide free technical support to you for
thirty (30) days after the date of your purchase (the “Support Period” for the purposes of this
paragraph a), and NHM, in its sole discretion on a case by case basis, may also provide free
courtesy technical support during your thirty (30)-day evaluation period. Technical support is
provided via a Web-based support form only, and there is no guaranteed response time.
(b) If you have purchased MSP, then solely for the duration of its delineated Support Period, you
are eligible to receive the version of the Software edition that you have licensed and all
maintenance releases and updates for that edition that are released during your Support Period.
For the duration of your MSP’s Support Period, you will also be eligible to receive upgrades to
the comparable edition of the next version of the Software that succeeds the Software edition that
you have licensed for applicable upgrades released during your Support Period. The specific
upgrade edition that you are eligible to receive based on your Support Period is further detailed
in the MSP that you have purchased. Software that is introduced as separate product is not
included in MSP. Maintenance releases, updates and upgrades may or may not include additional
features. In addition, NHM will provide Priority Technical Support to you for the duration of the
Support Period. Priority Technical Support is provided via a Web-based support form only, and
NHM will make commercially reasonable efforts to respond via e-mail to all requests within
forty-eight (48) hours during business.
During the Support Period you may also report any Software problem or error to NHM. If NHM
determines that a reported reproducible material error in the Software exists and significantly
impairs the usability and utility of the Software, NHM agrees to use reasonable commercial
efforts to correct or provide a usable work-around solution in an upcoming maintenance release
or update, which is made available at certain times at NHM’s sole discretion.
If NHM, in its discretion, requests written verification of an error or malfunction discovered by
you or requests supporting example files that exhibit the Software problem, you shall promptly
provide such verification or files, by email, telecopy, or overnight mail, setting forth in
reasonable detail the respects in which the Software fails to perform. You shall use reasonable
efforts to cooperate in diagnosis or study of errors. NHM may include error corrections in
maintenance releases, updates, or new major releases of the Software. NHM is not obligated to
fix errors that are immaterial. Immaterial errors are those that do not significantly impact use of
the Software. Whether or not you have purchased the Support & Maintenance Package,
technical support only covers issues or questions resulting directly out of the operation of the
Software and NHM will not provide you with generic consultation, assistance, or advice under
any circumstances.
Updating Software may require the updating of software not covered by this Software License
Agreement before installation. Updates of the operating system and application software not
specifically covered by this Software License Agreement are your responsibility and will not be
provided by NHM under this Software License Agreement. NHM’s obligations under this
Section 6 are contingent upon your proper use of the Software and your compliance with the
terms and conditions of this Software License Agreement at all times. NHM shall be under no
obligation to provide the above technical support if, in NHM’s opinion, the Software has failed
due to the following conditions: (i) damage caused by the relocation of the software to another
location or CPU; (ii) alterations, modifications or attempts to change the Software without
NHM’s written approval; (iii) causes external to the Software, such as natural disasters, the
failure or fluctuation of electrical power, or computer equipment failure; (iv) your failure to
maintain the Software at NHM’s specified release level; or (v) use of the Software with other
software without NHM’s prior written approval. It will be your sole responsibility to: (i) comply
with all NHM-specified operating and troubleshooting procedures and then notify NHM
immediately of Software malfunction and provide NHM with complete information thereof; (ii)
provide for the security of your confidential information; (iii) establish and maintain backup
systems and procedures necessary to reconstruct lost or altered files, data or programs.
7. SOFTWARE ACTIVATION, UPDATES AND LICENSE METERING
(a) License Metering. NHM has a built-in license metering module that helps you to avoid any
unintentional violation of this Software License Agreement.
(b) Software Activation. NHM’s Software may use your internal network and Internet
connection for the purpose of transmitting license-related data at the time of installation,
registration or update to an NHM-operated license server and validating the authenticity
of the license-related data in order to protect NHM against unlicensed or illegal use of the
Software and to improve customer service. Activation is based on the exchange of license
related data between your computer and the NHM license server. You agree that NHM
may use these measures and you agree to follow any applicable requirements.
(c) Use of Data. The terms and conditions of the Privacy Policy are set out in full at
http://www.newshubmedia.com/t&c and are incorporated by reference into this Software
License Agreement. By your acceptance of the terms of this Software License Agreement or use
of the Software, you authorize the collection, use and disclosure of information collected by
NHM for the purposes provided for in this Software License Agreement and/or the Privacy
Policy as revised from time to time. European users understand and consent to the processing of
personal information in the United States for the purposes described herein. NHM has the right
in its sole discretion to amend this provision of the Software License Agreement and/or Privacy
Policy at any time. You are encouraged to review the terms of the Privacy Policy as posted on
the NHM Web site from time to time.
8. TERM AND TERMINATION
This Software License Agreement may be terminated (a) by your giving NHM written notice of
termination; or (b) by NHM, at its option, giving you written notice of termination if you
commit a breach of this Software License Agreement and fail to cure such breach within ten (10)
days after notice from NHM. In addition the Software License Agreement governing your use of
a previous version that you have upgraded or updated of the Software is terminated upon your
acceptance of the terms and conditions of the Software License Agreement accompanying such
upgrade or update. Upon any termination of the Software License Agreement, you must cease all
use of the Software that it governs, destroy all copies then in your possession or control and take
such other actions as NHM may reasonably request to ensure that no copies of the Software
remain in your possession or control. The terms and conditions set forth in Sections 1(g), (h), (i),
2, 5(b), (c), 9, and 10 survive termination as applicable.
9. RESTRICTED RIGHTS NOTICE AND EXPORT RESTRICTIONS.
The Software was developed entirely at private expense and is commercial computer software
provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government
or a U.S. Government contractor or subcontractor is subject to the restrictions set forth in this
Agreement and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or
DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable. Consistent with the above as applicable,
Commercial Computer Software and Commercial Computer Documentation licensed to U.S.
government end users only as commercial items and only with those rights as are granted to all
other end users under the terms and conditions set forth in this Software License Agreement.
Manufacturer is: PF Media Technologies, LLC d/b/a News Hub Media,
41100 Plymouth Road Building 2, Suite 118,
Plymouth, Michigan 48170. You may not use or otherwise export or re-export the
Software or Documentation except as authorized by United States law and the laws of the
jurisdiction in which the Software was obtained. In particular, but without limitation, the
Software or Documentation may not be exported or re-exported (i) into (or to a national or
resident of) any
U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially
Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using
the Software, you represent and warrant that you are not located in, under control of, or a
national or resident of any such country or on any such list.
10. GENERAL PROVISIONS
If you are located in the European Union and are using the Software in the European Union and
not in the United States, then this Software License Agreement will be governed by and
construed in accordance with the laws of Poland (excluding its conflict of laws principles and the
U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that
exclusive jurisdiction for any claim or dispute with NHM or relating in any way to your use of
the Software resides in Poland and you further agree and expressly consent to the exercise of
personal jurisdiction Poland in connection with any such dispute or claim.
If you are located in the United States or are using the Software in the United States then this
Software License Agreement will be governed by and construed in accordance with the laws of
the state of Michigan, USA (excluding its conflict of laws principles and the
U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that
exclusive jurisdiction for any claim or dispute with NHM or relating in any way to your use of
the Software resides in the federal or state courts of Michigan and you further agree and
expressly consent to the exercise of personal jurisdiction in the federal or state courts of
Michigan in connection with any such dispute or claim.
If you are located outside of the European Union or the United States and are not using the
Software in the United States, then this Software License Agreement will be governed by and
construed in accordance with the laws of the United States (excluding its conflict of laws
principles and the U.N. Convention on Contracts for the International Sale of Goods) and you
expressly agree that exclusive jurisdiction for any claim or dispute with NHM or relating in any
way to your use of the Software resides Poland and you further agree and expressly consent to
the exercise of personal jurisdiction Poland in connection with any such dispute or claim. This
Software License Agreement will not be governed by the conflict of law rules of any jurisdiction
or the United Nations Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded.
This Software License Agreement contains the entire agreement and understanding of the parties
with respect to the subject matter hereof, and supersedes all prior written and oral understandings
of the parties with respect to the subject matter hereof. Any notice or other communication given
under this Software License Agreement shall be in writing and shall have been properly given by
either of us to the other if sent by certified or registered mail, return receipt requested, or by
overnight courier to the address shown on NHM’s Web site for NHM and the address shown in
NHM’s records for you, or such other address as the parties may designate by notice given in the
manner set forth above. This Software License Agreement will bind and inure to the benefit of
the parties and our respective heirs, personal and legal representatives, affiliates, successors and
permitted assigns. The failure of either of us at any time to require performance of any provision
hereof shall in no manner affect such party’s right at a later time to enforce the same or any other
term of this Software License Agreement. This Software License Agreement may be amended
only by a document in writing signed by both of us. In the event of a breach or threatened breach
of this Software License Agreement by either party, the other shall have all applicable equitable
as well as legal remedies. Each party is duly authorized and empowered to enter into and
perform this Software License Agreement. If, for any reason, any provision of this Software
License Agreement is held invalid or otherwise unenforceable, such invalidity or
unenforceability shall not affect the remainder of this Software License Agreement, and this
Software License Agreement shall continue in full force and effect to the fullest extent allowed
by law. The parties knowingly and expressly consent to the foregoing terms and conditions.