IMPORTANT: THIS IS A CONTRACT, PLEASE READ IT CAREFULLY BEFORE INSTALLING, COPYING OR OTHERWISE USING THE FREE DOWNLOADABLE WERTHEIM GLOBAL SOLUTIONS LLC (‘WGSL’) SOFTWARE PRODUCTS (The ‘Software’) AND ACCOMPANYING DOCUMENTATION, IF ANY. BY INSTALLING, COPYING OR USING THE PRODUCT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU WILL NOT BE ABLE TO USE THIS PRODUCTS UNLESS YOU ACCEPT THIS AGREEMENT. BY USING THE PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION, YOU MAY NOT INSTALL, COPY, OR USE THIS PRODUCT.

1. License. Subject to the terms of this Agreement and your download of this product from the WGSL website, WGSL, a Florida corporation, hereby grants to the purchaser (hereafter ‘you’) a perpetual, non-exclusive, non-transferable, royalty-free license (the ‘License’); without the right to sublicense; to install and use the product accompanying this License, whether on disk, in read only memory, or on any other media, including the related documentation and materials supplied with the Software (collectively the ‘Product’) The WGSL Software is licensed for use in object code form only, for your internal use. The WGSL Software is licensed, not sold, to you by WGSL. You own the media on which the WGSL Software is recorded but WGSL and/or WGSL’s licensor(s) retain title to the WGSL Software. You agree that this License shall apply to any Product provided to you by WGSL .

2. Restrictions. You may maintain one (1) copy of the Product for non-production purposes such as backup and disaster recovery, and for installation, maintenance and support of the Software; otherwise, you may not reproduce the Product. You shall not: (i) cause or permit any reverse engineering, decompilation, modification, adaptation, translation or disassembly of the Software, or create any derivative works based on the Product; or (ii) sell, rent, lease, timeshare, lend, sublicense, distribute, assign or otherwise transfer any rights in the Product and/or under this Agreement without WGSL’s prior written consent. Your rights under this License will terminate automatically without notice from WGSL if you fail to comply with any term(s) of this License.

3. Disclaimer of Warranty on WGSL Product. You expressly acknowledge and agree that use of the WGSL Software and Product is at your sole risk. The WGSL Software and Product is provided ‘AS IS’ and without warranty of any kind.

WGSL PROVIDES THE SOFTWARE AND THE PRODUCT ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, WGSL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED UNDER THIS AGREEMENT, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  WGSL DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER PRODUCTS NOT PROVIDED BY WGSL PURSUANT TO THIS AGREEMENT, BE UNINTERRUPTED, OPERATE ERROR FEE OR THAT THE ERRORS WILL BE CORRECTED.  NO PERSON, DEALER, OR COMPANY MAY EXPAND OR ALTER THIS WARRANTY.

4. LIMITATION OF LIABILITY.  IN NO EVENT WILL EITHER PARTY OR WGSL’S LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, REVENUES, SAVINGS OR DATA, ARISING OUT OF THE USE, DELIVERY, OR PERFORMANCE OF THE PRODUCTS AND/OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.  THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW.  IN NO EVENT WILL WGSL’S OR IT’S LICENSORS’ AGGREGATE LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EXCEED THE LICENSE FEES PAID BY YOU. 

5. Trademarks, Logo, Copyright & Title.  You acknowledge and agree that (i) WGSL or its licensors own and shall retain all rights, title and interest in and to the Product, including without limitation, all intellectual property rights embodied therein; and (ii) the Product’s structure, organization, sequence and source code are the valuable trade secrets of WGSL and/or its licensors.  You agree that you will not make use of, disseminate or in any way disclose the Products to any person, firm or business.  You agree that you will use reasonable care to protect the Product from disclosure.  WGSL has all necessary rights to license the Products and to undertake the obligations pursuant to this Agreement.  You agree (a) not to remove or obliterate any copyright, trademark or other proprietary rights notices contained in or on a Product; and (b) to reproduce all such notices on all permitted copies of the Product as they appear on the originals thereof.  All rights not expressly granted under this Agreement are reserved to WGSL. 

6. Export Law Restrictions. You agree that the WGSL Software will not be exported outside the United States except as authorized by United States law. You also agree that WGSL Software that has been rightfully obtained outside of the United States shall not be exported except as authorized by the laws of the United States and of the jurisdiction in which the WGSL Software was obtained.

7. Choice of Law. This Agreement shall be construed and governed in accordance with the laws of the State of Florida, excluding the application of its conflicts of law rules.  This Agreement will not be governed by the United Nations Convention on the Contracts for the International Sale of Goods.

8. US Government Restricted Rights. If the Product is acquired under the terms of a proposal or agreement with the United States government or any contractor therefor, the Product is subject to the following:  (a) For acquisition by or on behalf of civilian agencies, as necessary to obtain protection as ‘commercial computer software’ and related documentation in accordance with the terms of this commercial Software Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; (b) For acquisition by or on behalf of units of the Department of Defense (‘DoD’) as necessary to obtain protection as ‘commercial computer software’ and related documentation in accordance with the terms of this commercial computer software license as specified in 48 C.F.R. 227-7202-2 of the DoD F.A.R. Supplement and its successors.  All U.S. Government end users acquire the Products with only those rights set forth in this Agreement.

9. Payment Terms. By downloading this free version of the Software, you agree to all the terms, conditions and obligations set forth in this Agreement.

10. Notices. Any notice, request, demand, or other communication, required or permitted in the Agreement shall be in writing and shall be deemed to be properly given and effective upon the earlier of (i) actual receipt by the addressee; (ii) one (1) business day after the sending party’s written confirmation of successful transmission when sent by facsimile; or (iii) three (3) business days after being sent via private industry courier or registered mail, return receipt registered.  All notices must be sent to WGSL shall be addressed to 20801 Biscayne Blvd, Suite 403, Aventura FL 33180.  All notices sent to you shall be addressed to that address set forth in the purchase order you submit to WGSL.  Alternatively, notices shall be sent to such other address that the receiving party may have provided for the purpose of notice in accordance with this Section.

11.       Integration.  This Agreement embraces the full and complete understanding of the parties as to the subject matter hereof, and it supersedes and governs all prior or contemporaneous proposals, agreements or other communications, written or oral, between the parties regarding such subject matter. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. The waiver by either party of a breach under any provision of the Agreement, shall not be construed as a waiver of any subsequent breach of the same or any other provision of the Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.  No waiver, amendment or modification of any provision of the Agreement shall be effective unless in writing and signed by a duly authorized signatory of WGSL and you.  All disputes relating to or arising from this Agreement or your use of the Software or the Product shall be in the United States District Court for the Southern District of Florida or the state court in Dade County, Florida. The you and WGSL agree that the Florida courts have personal jurisdiction over the parties hereto for any and all disputes concerning or relating to this Agreement and that the identified Florida courts shall be the exclusive venue for any action arising out of or related to this Agreement. You waive the right to a trial by jury for all disputes concerning or relating to this Agreement.  Descriptive headings herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.