END USER LICENSE AGREEMENT FOR IMAGETRUST/IMAGETRUST-TRANSACTIONAL CLIENT
1. License Grant 
i.	Image Access Corp. ("IAC") grants you a nonexclusive, nontransferable License to use this Software by as many users as the number of concurrent user Licenses purchased. Use of the Software by more than the specified number of concurrent users is expressly prohibited. 
ii.	IAC reserves the right to include a mechanism within the Software to monitor usage of the Software to verify your compliance with this Agreement. Such a mechanism may store data relating to the usage of the Software and should not be altered at any point. 
iii.	If you have purchased additional Licenses for non-production installations of the Software those Licenses may not be used for any other purpose. 
iv.	IAC reserves the right to view the environment in which you have installed the Software for purposes of confirming your compliance with this Agreement. 
v.	If you have received a trial version of the Software, the Software is for evaluation use only. Your Software will cease operation after 30 days from the date you submit a request for a trial License key. This Agreement will terminate after such period unless extended by IAC upon your acquisition of a License. Trial versions may contain limited functionality. 
2. Restrictions
You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. You may not sell, rent, lease, sublicense, transfer, resell for profit or otherwise distribute the Software or any part thereof. You may not modify the Software or create derivative works based upon the Software. 
3. Ownership
Title, intellectual property, and ownership rights in and to the Software and Documentation shall remain in IAC. You acknowledge and agree to abide by the copyright laws and all other applicable laws of the United States. You acquire only a License to use the Software. You acknowledge that the Software in source code remains a confidential trade secret of IAC. . In no event shall you copy the Documentation, or any portion thereof, accompanying the Software.  Failure to comply with the above restrictions will result in automatic termination of this License and will make available to IAC other legal remedies. 
4. Termination
Your License to use the Software is effective until terminated. This License will also terminate if you fail to comply with any term hereof. No notice shall be required from IAC to effect such termination. You may also terminate this Agreement at any time by notifying IAC in writing of termination. On termination, you must destroy the Software and accompanying Documentation.
5. Assignment
You shall not assign or otherwise transfer all or part of the Software or this License without the prior written consent of IAC. 
6. Warranty
IAC warrants that the Software will perform substantially in accordance with the accompanying Documentation for 90 days after the date of receipt. Except as expressly provided herein, IAC does not warrant the performance or results of the Software, that the Software will meet your requirements, or that the Software will run error free. Your exclusive remedy shall be the replacement of any Software not meeting the limited warranty set forth above, provided it is returned to IAC as set forth below. In the event of a warranty claim, you shall be responsible for the removal of the defective Software, and installation of its replacement. The replaced Software will become the property of IAC. 
7. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IAC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE PORTIONS OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL IAC BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF IAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, IAC'S ENTIRE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. IN THOSE JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, IAC'S LIABILITY SHALL BE LIMITED OR EXCLUDED TO THE MAXIMUM EXTENT WITHIN THOSE JURISDICTIONS.
9. Maintenance or Subscription
If, per this Agreement, you are purchasing the Software on a perpetual basis, then Section 9(A) below applies to you (and Section 9(B) below does not apply to you).
If, per this Agreement, you are purchasing the Software for a one (1) year term, then Section 9(B) below applies to you (and Section 9(A) below does not apply to you).
(A)	You may purchase maintenance for an initial annual maintenance term or such other time period that is acceptable to IAC. Thereafter, the maintenance term may be renewed for successive one year terms by executing a written order. If you have paid the maintenance fee for the purchased Software, the following terms and conditions shall also apply. Your maintenance rights shall begin on the date the Licenses are purchased and shall continue for the term of which payment has been made unless terminated sooner. During this term, IAC may make updates available to the public that may contain error corrections and/or new or enhanced functionality. You shall have the right to receive these updates of the Software that are released to IAC's customers during this term for the applicable Software. This right does not extend to any module, option, future product that IAC develops and Licenses as a separate product and not for release to customers in general as part of maintenance services. You are responsible for the installation and implementation of any new version and any required data conversion.
(B)	The subscription period will be for one (1) year and will automatically renew each year on the anniversary date unless you cancel prior to your renewal date. You will not be allowed to cancel or reduce the number of seats until the anniversary date. You also agree that you will only receive the features and functionality that are included in the specific subscription plan that you have purchased.

10. Indemnification
You shall indemnify, hold harmless, and defend IAC from and against any lawsuits or claims, including attorney’s fees, that arise directly or indirectly as a result from the use of the Software.
11. Export
You agree that you do not intend to export the Software or any related Documentation to any country, person, or entity if such a transfer is in violation of U.S. export restrictions. 
12. Government Restricted Rights
The Software is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (b)(3) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Image Access Corp., 22 Paris Ave., Rockleigh, NJ 07647.
13. Governing Law
This Agreement shall be governed by New Jersey law without regard to the principles of conflict of laws and applicable federal law. 
14. Third Party Software
The Software contains third party and open source software. License terms applicable to portions of the open source software are set forth in the ThirdPartyLicense.txt file.
15. Severability
If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
16. Entire Agreement
This Agreement contains the entire Agreement between you and IAC related to the Software and supersedes all prior agreements and understandings, whether oral or written. It may be amended only by a writing signed by both parties