Counter Balance 4.0

EULA - End User License Agreement

CounterBalance Software License Agreement

1. This is an agreement between Licensor and Licensee, who is being licensed to use
the named CounterBalance Software and thereafter referred to as 'The Software'.

2. Licensee acknowledges that this is only a limited nonexclusive license. Licensor is
and remains the owner of all titles, rights, and interests in the Software.

3. This License permits Licensee to install the Software on more than one computer
system, as long as the Software will not be used on more than one computer
system simultaneously. Licensee will not make copies of the Software or allow
copies of the Software to be made by others, unless authorized by this License
Agreement. Licensee may make copies of the Software for backup purposes only.

4. This Software is subject to a limited warranty. Licensor warrants to Licensee
that the physical medium on which this Software is distributed is free from defects
in materials and workmanship under normal use, the Software will perform
according to its printed documentation, and to the best of Licensor’s knowledge
Licensee’s use of this Software according to the printed documentation is not an
infringement of any third party’s intellectual property rights. This limited warranty
lasts for a period of 60 days after delivery. To the extent permitted by law,
THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL
IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF
TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR
A PARTICULAR PURPOSE. No agent of Licensor is authorized to make any
other warranties or to modify this limited warranty. Any action for breach of this
limited warranty must be commenced within one year of the expiration of the
warranty. Because some jurisdictions do not allow any limit on the length of an
implied warranty, the above limitation may not apply to this Licensee. If the law
does not allow disclaimer of implied warranties, then any implied warranty is
limited to 365 days after delivery of the Software to Licensee. Licensee has
specific legal rights pursuant to this warranty and, depending on Licensee’s
jurisdiction, may have additional rights.

5. In case of a breach of the Limited Warranty, Licensee’s exclusive remedy is as
follows: Licensee will return all copies of the Software to Licensor, at Licensee’s
cost, along with proof of purchase. (Licensee can obtain a step-by-step
explanation of this procedure, including a return authorization code, by contacting
Licensor at www.nexphaze.com) At Licensor’s option,
Licensor will either send Licensee a replacement copy of the Software, at
Licensor’s expense, or issue a full refund.

6. Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE
FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL
DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE
AGREEMENT OR LICENSEE’S USE OF THIS SOFTWARE. Licensee’s
jurisdiction may not allow such a limitation of damages, so this limitation may not
apply.

7. Licensee agrees to defend and indemnify Licensor and hold Licensor harmless
from all claims, losses, damages, complaints, or expenses connected with or
resulting from Licensee’s business operations.

8. Licensor has the right to terminate this License Agreement and Licensee’s right to
use this Software upon any material breach by Licensee.

9. Licensee agrees to return to Licensor or to destroy all copies of the Software upon
termination of the License.

10. This License Agreement is the entire and exclusive agreement between Licensor
and Licensee regarding this Software. This License Agreement replaces and
supersedes all prior negotiations, dealings, and agreements between Licensor and
Licensee regarding this Software.

11. This License Agreement is governed by the law of Florida applicable to Florida
contracts.

12. This License Agreement is valid without Licensor's signature. It becomes
effective upon the earlier of Licensee's signature or Licensee's use of the
Software.