Copyright© 2001-2024 Noguska Inc. 741 N. Countyline St. Fostoria, OH 44830 All Rights Reserved Phone 419.435.0404 www.noguska.com www.nolapro.com admin@noguska.com End User License Agreement (EULA) Defined Terms: LICENSOR: Noguska, Inc., the copyright owner. LICENSEE: You and any business entity, institution, group or other on whose behalf you are installing this product. Furthermore, The LICENSEE may be a person or a company or partnership or any other legal entity who comes into possession, by any means, of the software containing this EULA, or any other software whose copyright is owned by Noguska Inc. Hereafter the single term "LICENSEE" will be employed to mean any or all of these variations. Product: NolaPro, a registered trademark of Noguska, Inc. The contract between the LICENSEE of any Noguska Inc. software and LICENSOR, itself, is entirely contained in this EULA. BY INSTALLING OR USING LICENSOR'S ACCOUNTING AND BUSINESS MANAGEMENT SOFTWARE PRODUCT (KNOWN AS "NOLAPRO") THE INDIVIDUAL OR LEGAL ENTITY LICENSING NOLAPRO (THE "LICENSEE") IS CONSENTING TO BECOMING A PARTY TO THIS AGREEMENT AND TO BE BOUND BY ITS PROVISIONS. IF LICENSEE DOES NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE. 1. LICENSE GRANT. LICENSOR grants LICENSEE one (1) non-exclusive, non-transferable license for personal or internal business purposes the executable code version of NOLAPRO. LICENSOR bears no responsibility for any inconvenience or downtime caused by any license transfer. This license does not require LICENSOR to provide to LICENSEE any hard-copy documentation, technical support, telephone assistance or enhancements or updates to NOLAPRO. This software may be used on more than one computer for any single business but it may not be used collectively with other businesses. It may not be distributed on the same media (CD, DVD, USB drive, etc.) with any other software or be used in conjunction with any other software without the written permission of LICENSOR. LICENSEE may make backup copies of this software. LICENSEE may not resell any originals or copies of this software, neither in altered nor unaltered form. 2. RESTRICTIONS. Unless the LICENSEE entered into an agreement with LICENSOR superseding this Agreement, LICENSEE may not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for NOLAPRO; (ii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in NOLAPRO without the express written consent of LICENSOR; or (iii) separate any part of this software from the original package, (iv) distribute the software with any commercial application or "bundled" package, (v) resell services or charge for software licensing, hosting, usage or functionality for MULTIPLE CLIENTS on the same server including, but not limited to, CPA, bookkeeping, accounting, auditing and/or consulting services. Note that NOLAPRO is licensed as a whole. LICENSEE may not remove any Noguska Inc. trademarks or tradenames or any other Noguska Inc. identifying characteristics. LICENSEE may not modify or tamper with the distributed code in order to generate a new product. 3. TERMINATION. Without prejudice to any other rights LICENSOR may terminate this Agreement without warning or notice if LICENSEE breaches any of its terms and conditions. Upon termination, LICENSEE agrees to destroy all copies of NOLAPRO. 4. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in NOLAPRO shall remain with LICENSOR and/or its suppliers. LICENSEE acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with LICENSOR'S or its suppliers' ownership of or rights with respect to NOLAPRO. NOLAPRO is protected by copyright and other intellectual property laws and by international treaties. LICENSOR is the sole owner of the intellectual property protected by this EULA under the laws of the United States of America. LICENSOR solely owns the copyright to this software and the trademark for NolaPro®. LICENSEE may not charge anyone for using this software without the express consent of LICENSOR. LICENSEE may not re-license or sub-license this software nor may the LICENSEE rent, lease or sell the software or any part of the software with the express consent of LICENSOR. 5. DISCLAIMER OF WARRANTY. NOLAPRO is provided on an as is basis, without any implied or expressed warranty of any kind, including without limitation, any that guarantees it is free of defects, merchantable, fit for a particular purpose, or non-infringing. The entire risk as to the quality and performance of NOLAPRO is borne by LICENSEE who agrees to assume the entire cost of any service and repair. In addition, the security mechanisms implemented by NOLAPRO have inherent limitations, and LICENSEE must determine that NOLAPRO sufficiently meets its own requirements. This disclaimer of warranty constitutes an essential part of this agreement. No other use of NOLAPRO is authorized except under this disclaimer. 6. LIMITATION OF LIABLILITY. To the maximum extent permitted by applicable law, in no event will LICENSOR or is suppliers or resellers be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use NOLAPRO, including without limitation, damage for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, LICENSOR'S entire liability under any provision of this agreement shall not exceed the original cost of the software. LICENSOR is not responsible for any liability arising out of content provided by LICENSEE or a third party that is accessed through NOLAPRO and/or any material linked through such content. 7. ENCRYPTION. If LICENSEE wishes to use the cryptographic features of NOLAPRO, then LICENSEE may need to obtain and install a signed digital certificate from a certificate authority or certification server. LICENSEE may be charged additional fees for certification services. LICENSEE is responsible for maintaining the security of the environment in which NOLAPRO is used and the integrity of the private key file used with NOLAPRO. In addition, the use of digital certificates is subject to the terms specified by the certificate provider, and there are inherent limitations in the capabilities of digital certificates. If LICENSEE is sending or receiving digital certificates, LICENSEE is responsible for familiarizing itself with and evaluating such terms and limitations. 8. EXPORT CONTROL. LICENSEE agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export NOLAPRO or any direct product thereof in violation of such restrictions, laws or regulations, or without all necessary approvals. LICENSEE shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of NOLAPRO from the United States. Neither NOLAPRO nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into any country subject to U.S. trade sanctions covering NOLAPRO, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designed National and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using NOLAPRO, LICENSEE agrees to the foregoing and represents and warrants that it complies with these conditions. 9. HIGH RISK ACTIVITES. NOLAPRO is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, counterterror activities, governmental security, aircraft navigation / communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of NOLAPRO could lead directly to death, personal injury, or severe physical or environmental damage (High Risk Activities). Accordingly, LICENSOR and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. LICENSEE agrees that LICENSOR and its suppliers will not be liable for any claims or damages arising from the use of NOLAPRO in such applications. 10. U.S. GOVERNMENT END USERS. NOLAPRO is a commercial item, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of commercial computer software and commercial computer software documentation, as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End users acquire NOLAPRO with only those rights set forth herein. 11. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by a written statement signed by both parties. (c) Except to the extent applicable law, if any, provides otherwise, the laws of the State of Ohio, U.S., excluding its conflict of law provisions, shall govern this Agreement. (d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Hancock County, Ohio, under auspices of the Ohio Better Business Bureau, with the losing party paying all costs of arbitration. (e) This Agreement shall not be governed by the United Nations convention on Contracts for the International Sale of Goods. (f) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision alone shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement, which shall remain in full force and effect. (g) The controlling language of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (h) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. (i) LICENSEE may assign or otherwise transfer by operation of law or otherwise this Agreement any rights or obligation herein to another entity. Such entity assumes all responsibilities of this Agreement by their usage of the Product. (j) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (k) Neither party shall be in default or be liable for any delay failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. (l) The relationship between LICENSOR and LICENSEE is that of independent contractors and neither LICENSEE nor its agents shall have any authority to bind LICENSOR in any way. (m) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. (n) If any of LICENSOR'S professional services are being provided, then such professional services are provided pursuant to the terms of a separate service agreement between LICENSOR and LICENSEE. The parties acknowledge that such services are acquired independently of NOLAPRO licensed hereunder, and that provision of such services is not essential to the functionality of such Product. (o) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. (p) For the security of NOLAPRO users worldwide, Noguska Inc. maintains a listing of all active Users of Record (UOR). As a part of UOR, LICENSEE agrees to receive communication for bugs, fixes, enhancements, add-ons, notices, and both major or minor program changes unless specifically opting out of such communication by notice to LICENSOR. (q) LICENSEE agrees that LICENSOR may use LICENSEE's company name in any customer reference list or in any press release issued by LICENSOR regarding the licensing of NOLAPRO and/or provide these same particulars to other third parties. (r) This EULA is revocable at the sole option of Noguska Inc. and it is non-exclusive. Noguska Inc. may terminate this EULA for any LICENSEE who does not fully comply with all of its provisions. Specifically the EULA may be cancelled - at the option of Noguska Inc. - if LICENSEE does not access the software for any stretch of 150 consecutive days. 12. LICENSEE OUTSIDE THE UNITED STATES. If LICENSEE is located outside the U.S., then the provisions of this Section shall apply: (i) The parties confirm that this Agreement and all related documentation is and will be in the English language, unless agreed to otherwise. (ii) LICENSEE is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use NOLAPRO, and LICENSEE represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable. Noguska Inc.