Ro-Flo Performance Software End User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. RO-FLO COMPRESSORS, LLC WILL ONLY LICENSE THE SOFTWARE TO YOU IF YOU FIRST ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING ACCEPT AND COMPLETING THE REGISTRATION PROCESS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE.

This License Agreement is between Ro-Flo Compressors, LLC having an office at 2540 West Everett Street, Appleton, WI 54914 United States of America, (Ro-Flo Compressors) and you and/or your company (you or Licensee) and governs your use of the Ro-Flo Performance Software (the Software).

License Grant.

The term Software includes Ro-Flo Performance Software computer programs and associated data and information including any updates and revisions which Ro-Flo Compressors may make available in its sole discretion. The Software is owned by Ro-Flo Compressors licensor and is licensed, not sold. Ro-Flo Compressors considers the Software to be its confidential and proprietary information. Ro-Flo Compressors grants Licensee a nonexclusive license to use the Software solely as described in this Agreement. Licensee may allow others at its location to use the Software; provided that each user completes the registration process to install the Software.

License Limitations.

Licensee is authorized to use the Software for the limited purpose of facilitating the sale and marketing of Ro-Flo Compressors Products. Ro-Flo Compressors Products means Ro-Flo compressors and vacuum pumps and associated hardware manufactured by Ro-Flo Compressors or sold or marketed under any Ro-Flo Compressors label.

Licensee may not copy, modify, transfer, rent, lease, sublicense, assign, reverse assemble or reverse compile the Software: nor may it disclose the Software to third parties. Licensee acknowledges and agrees that: (a) Ro-Flo Compressors licensor retains sole ownership of all intellectual property rights in the Software; and (b) Ro-Flo Compressors retains sole ownership of all intellectual property rights in the Ro-Flo Compressors Products and related information, including but not limited to patent, copyright, trade dress, trade secret and trademark rights.

Termination of License Rights.

Ro-Flo Compressors may terminate your license rights and use of the Software at any time for any reason without notice and without liability. Upon any termination, Licensee agrees to cease all use of the Software. Licensees obligations to Ro-Flo Compressors regarding Confidential information, transfer, copying, reproduction, modification, decompilation and reverse engineering of Software will survive any termination of this Agreement.

Protection of Confidential Information.

Licensee agrees to hold all Confidential Information in confidence indefinitely. Confidential Information means any and all information, data, specifications, designs, constructions, techniques, formulae, materials, and manufacturing processes of or concerning Ro-Flo Compressors Products, including data generated by the use of the Software and the Software itself except, information which is: published or otherwise becomes part of the public domain through no act or omission of Licensee; received by Licensee from a third party who is legally in possession of the same and not under an obligation of confidentiality with respect thereto; or, was already in possession of Licensee, with no duty of confidentiality attached thereto, prior to its receipt from Ro-Flo Compressors, as evidenced by written records. This obligation of confidentiality will survive termination, cancellation, or expiration of this License Agreement.

Indemnity

Licensee agrees to defend, indemnify and hold harmless Ro-Flo Compressors, its licensor, affiliates, directors, employees, and customers (collectively Indemnified Parties) from all demands, claims, damages, including bodily injury and/or death, actions, judgments, fines, penalties, losses, and expenses (including reasonable attorney fees and court costs) for which the Indemnified Parties might become liable as a result of (a) any negligent or willful act or omission of Licensee, its customers, employees, agents or subcontractors, (b) failure of the Software; (c) any use of the results obtained from the Software; and (d) breach of this Agreement.

Third Party Beneficiary

Ro-Flo Compressors licensor will be a third party beneficiary of this Agreement.

NO WARRANTY

THE SOFTWARE IS PROVIDED ON AN AS IS BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE USE, EFFICIENCY, SUITABILITY AND RESULTS OBTAINED FROM USE OF THE SOFTWARE. THE WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE AND MERCHANTABILITY OF RO-FLO COMPRESSORS PRODUCTS ARE SPECIFICALLY DISCLAIMED HEREUNDER.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL RO-FLO COMPRESSORS BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, EVEN IF RO-FLO COMPRESSORS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL RO-FLO COMPRESSORS BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM: (A) ANY FAILURE OF THE SOFTWARE INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, (B) DELAY IN THE DELIVERY OF THE SOFTWARE; (C) THE PERFORMANCE OF SERVICES RELATED TO THE SOFTWARE; (D) CLAIMS REGARDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT OR NEGLIGENCE; OR (E) LICENSEES USE OF RO-FLO COMPRESSORS PRODUCTS.

Compliance with Laws.

Licensee agrees to comply with all applicable laws regarding the use of the Software. Licensee agrees to adhere to the U.S. Export Administration Laws and Regulations and will not export or re-export the Software or any technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by the U.S. Government and Ro-Flo Compressors.

Governing Law.

This license Agreement will be governed by the laws of the State of Wisconsin, USA, notwithstanding Wisconsin choice of law provisions. If Licensee resides in the USA, all parties submit to the jurisdiction of either the Courts of the State of Wisconsin or U.S. Federal District Courts within Wisconsin and agree to accept service of process by registered or certified mail, return receipt requested, in accordance with Wisconsin or Federal rules of civil procedure. If Licensee resides outside the USA, Licensee agrees that disputes arising out of or in connection with this Agreement will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Either party may apply to any court having jurisdiction hereof to seek injunctive relief until such time as the arbitration award is rendered or the controversy is otherwise resolved. The place of arbitration will be Wisconsin, USA and the language of the arbitration will be English.

Each party waives its rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or its subject matter. If any legal action, arbitration or formal mediation is instituted to enforce this Agreement, the prevailing party is entitled to recover reasonable attorneys fees and costs from the other party.

Entire Agreement.

No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by each party. This Agreement contains the entire agreement of the parties with respect to the Software. It supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party.