COZYROC LLC

END USER LICENSE AGREEMENT

PLEASE READ THE TERMS OF THE FOLLOWING LICENSE AGREEMENT CAREFULLY. BY INSTALLING THE SOFTWARE DISTRIBUTED WITH THIS AGREEMENT (THE "SOFTWARE"), YOU ARE CONFIRMING YOUR ACCEPTANCE OF THIS SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS LICENSE AGREEMENT (THE "AGREEMENT"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT DOWNLOAD THE SOFTWARE AND/OR RETURN THE SOFTWARE FOR A REFUND OF ALL LICENSE FEES PAID BY YOU FOR SUCH SOFTWARE.

1.	LICENSE GRANT

Subject to the terms of this Agreement, CozyRoc grants you a non-exclusive, non-transferable license to use the Software distributed with this Agreement during the term of this Agreement on a single designated computer. You may make one copy of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original. Such license shall be annual, monthly or perpetual and is conditioned upon the receipt by CozyRoc or its authorized reseller of full payment, if any, for the Software but shall be terminable as provided herein. Your rights in the Software are limited to those expressly granted in this Section. 1. Your rights in the Software do not cover any broadcast or media use without execution of a separate agreement with CozyRoc allowing you to do so. All documentation and all releases, corrections, updates and enhancements provided hereunder shall be considered part of the "Software".

THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, OR AIR TRAFFIC CONTROL MACHINES OR ANY OTHER SUCH HAZARDOUS ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Your rights under this license will terminate automatically without notice from CozyRoc if you fail to comply with any term(s) of this license.

2.	LICENSE RESTRICTIONS

You shall not copy, reverse engineer, decompile, disassemble, translate, modify or make derivative works of the Software, screen outputs or prints in whole or in part. Further, you shall not rent, disclose, publish, sell, assign, lease, rent, sublicense, market, or transfer the Software, prints or screen outputs or any part thereof or use it in any manner not expressly authorized by this Agreement. Any attempt to transfer any of the rights, duties or obligations hereunder except as expressly provided for in this Agreement is void. “Free To Play” agreement gives you the right to install the software on as many machines as you want, as long as these machines are not used in your production environment. The Software contains confidential and trade secret information of CozyRoc, and you shall at all times take reasonable steps to protect the confidentiality of such information.

3.	PROPRIETARY RIGHTS

(a) You are only licensing rights to use the Software. The Software, in whole and in part and all copies thereof, are and will remain the sole and exclusive property of CozyRoc.

(b) You will not delete or in any manner alter the copyright, trademark, or other proprietary rights notices of CozyRoc and its licensors, if any, appearing on or in the Software, screen outputs and prints generated with the Software as delivered to you. You will reproduce such notices on all copies you make of the Software.

4.	LIMITED WARRANTY AND LIMITATION OF LIABILITY

(a) Limited Warranty. CozyRoc warrants for the period of ten (10) days from the date of delivery of the Software to you that the medium on which the Software is furnished (if applicable) will be free from defects in materials and workmanship under normal use. CozyRoc will, at its option, replace or refund the purchase price of faulty medium at no charge to you, provided you return the faulty medium to CozyRoc. CozyRoc will have no responsibility to replace or refund the purchase price of any medium damaged by accident, abuse or misapplication.

(b) Third Party References and Material. References made in the Software may include reference to products, services, trademarks or hyperlinks of third parties. No such reference(s) shall constitute or imply an endorsement or recommendation by CozyRoc. CozyRoc makes no guarantees concerning the accuracy, currency, or quality of the content displayed using the Software.

(c)	THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND COZYROC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COZYROC, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. 

Some States do not allow the exclusion of implied warranties. In that event, any implied warranties are limited in duration to ninety (90) days from the date of delivery of the Software.

(d)	Limitation of Liability. IN NO EVENT SHALL COZYROC OR ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT, THE USE OF THE SOFTWARE, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, PRODUCT LIABILITY, OR OTHER FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. COZYROC 'S AND ITS EMPLOYEES', DISTRIBUTORS', DEALERS' AND AGENTS' AGGREGATE TOTAL LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LICENSE FEE PAID TO COZYROC OR ITS AUTHORIZED RESELLER BY YOU. You expressly assume all responsibility for any damages, lost data, lost profits and other consequential damages that may result in any way out of this Agreement, including without limitation, use of the Software. You expressly agree that the license fee has been negotiated and agreed to by CozyRoc based in part upon the foregoing limitation of liability.

5.	GOVERNMENT RIGHTS

The Software is "commercial computer software", and is provided with restricted rights. Use, duplication, or disclosure by the United States government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14(ALT III), as applicable.

6.	COMPLIANCE WITH LAW

You acknowledge and agree that the Software and any other technical data provided hereunder are subject to restrictions and controls imposed by the United States government. You agree and certify that neither the Software nor any technical data provided hereunder is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States government or will be used for any purpose prohibited by the same. You further agree to comply with all laws and regulations of all jurisdictions in your use of the Software.

7.	GENERAL

(a) Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements entered into and to be performed entirely within North Carolina between North Carolina residents, and specifically excluding the provisions of the United Nations Convention on the International Sale of Goods.

(b) Assignment. This Agreement will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign this Agreement, in whole or in part, without CozyRoc's prior written consent.

(c) Severability. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and if not possible, severed, and the legality and enforceability of the other provisions of this Agreement will not be affected.

(d) Survival of Obligations. The provisions of Sections 3 (Proprietary Rights), 5(e) (Limitation of Liability), 5 (Government Rights), and 7 (General) will survive termination of this Agreement.

(e) Entire Agreement. This license constitutes the entire agreement between you and CozyRoc with respect to the use of the Software.

© 2007 CozyRoc