EULA

END-USER LICENSE AGREEMENT FOR N.E DESKTOP SOFTWARE

IMPORTANT-READ CAREFULLY: This end-user license Agreement (“EULA”) is a legally binding license agreement between the entity or organization you represent, or you in your individual capacity on behalf of yourself (“you” or “your”) and N.E Desktop Software, Inc., whose address is 1100 E Woodfield Rd, Suite 100A, Schaumburg, IL 60173 (“N.E. Desktop Software”) for the N.E. Desktop Software identified above and as further defined in this EULA.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, SUCH ACTS INDICATE YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT DESIRE TO ACCEPT THIS EULA OR AGREE TO THE TERMS OF THIS EULA, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE FROM WHICH YOU OBTAINED IT.

THE SOFTWARE IS PROTECTED BY U.S. COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. N.E DESKTOP SOFTWARE AND/OR ITS SUPPLIERS OR LICENSORS, ARE AND SHALL REMAIN THE OWNERS OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE SOFTWARE IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, PERSONAL BASIS, NOT SOLD.

N.E DESKTOP SOFTWARE STRIVES TO PROTECT THE SECURITY AND PRIVACY OF THE USERS OF ITS PRODUCTS. THE N.E DESKTOP SOFTWARE PRIVACY POLICY FOUND AT: https://www.trugrid.com/ IS INCORPORATED IN THIS EULA BY REFERENCE.

WHEN YOU USE THE SOFTWARE, N.E DESKTOP SOFTWARE MAY COLLECT CERTAIN INFORMATION ABOUT YOUR COMPUTER THROUGH A CALL HOME SYSTEM OR OTHERWISE TO FACILITATE, EVALUATE AND VERIFY YOUR USE OF THE SOFTWARE WHICH MAY BE SENT TO A N.E DESKTOP SOFTWARE WEB OR THIRD PARTY CLOUD SERVER FOR STORAGE OR FURTHER PROCESSING BY N.E DESKTOP SOFTWARE AND/OR ITS PARTNERS OR SUBSIDIARIES OR AFFILIATES. THIS INFORMATION IS GENERALLY COLLECTED IN THE AGGREGATE FORM, WITHOUT IDENTIFYING ANY USER INDIVIDUALLY, ALTHOUGH THE IP ADDRESS, COMPUTER AND SESSION ID IN RELATION TO PURCHASES AND DOWNLOADS/INSTALLATIONS OF THE SOFTWARE MAY BE TRACKED AS PART OF N.E DESKTOP SOFTWARE’S CUSTOMER REVIEW, STATISTICAL ANALYSIS, FRAUD AND PIRACY PREVENTION EFFORTS. FOR EXAMPLE, N.E DESKTOP SOFTWARE MAY COLLECT INFORMATION SUCH AS THE NUMBER OF DOWNLOADS/INSTALLATIONS OR TRIALS OF THE SOFTWARE OR THE TYPE OF OPERATING SYSTEM USED, FOR NONIDENTIFYING STATISTICAL ANALYSIS AND FOR IMPROVING THE SOFTWARE, PROVIDING YOU WITH A MORE RELEVANT EXPERIENCE. N.E DESKTOP SOFTWARE MAY ALSO COLLECT CERTAIN INFORMATION, SUCH AS NAMES AND E-MAIL ADDRESSES IN CONNECTION WITH YOUR USE OF CERTAIN FEATURES OF THE SOFTWARE WHICH ALSO MAY BE SENT TO A N.E. DESKTOP SOFTWARE WEB SERVER OR A THIRD PARTY SERVERS TO PROVIDE YOU WITH YOUR REQUESTED ONLINE SERVICES.

BY DOWNLOADING A TRIAL VERSION OF THE SOFTWARE, YOU CONSENT TO N.E DESKTOP SOFTWARE KEEPING YOU INFORMED VIA EMAIL AND/OR IN-APP NOTIFICATIONS ABOUT OUR PRODUCTS AND SERVICES. TO OPT OUT IN THE FUTURE, CLICK THE UNSUBSCRIBE LINK IN ANY MARKETING NOTIFICATION YOU RECEIVE FROM US. TO LEARN MORE ABOUT YOUR MARKETING CHOICES, READ OUR

N.E DESKTOP SOFTWARE PRIVACY POLICY.

AS INDICATED ABOVE, IF YOU DO NOT DESIRE TO ACCEPT THIS EULA OR AGREE TO THE TERMS OF THIS EULA, PLEASE DELETE AND DO NOT INSTALL THIS SOFTWARE.

YOU ACKNOWLEDGE AND AGREE: (A) THAT YOU ARE NOT AN OWNER OF THE SOFTWARE OR ANY COPIES OF THE SOFTWARE; (B) THAT YOU ARE A MERE LICENSEE OF THE SOFTWARE AND ANY COPIES OF THE SOFTWARE WITHOUT ANY RIGHT TO FURTHER TRANSFER OR DISTRIBUTE THE SOFTWARE OR ANY COPIES OF THE SOFTWARE OR PROVIDE ACCESS TO THE SOFTWARE IN ANY MANNER WITHOUT N.E DESKTOP SOFTWARE’S PRIOR WRITTEN CONSENT; (C) NOT TO CHALLENGE THE ENFORCEABILITY OR VALIDITY OF THIS EULA; AND (D) NOT TO INITIATE ANY PROCEEDINGS INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS EULA.

THE SOFTWARE INCLUDES TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING. SUCH TECHNOLOGY MAY PREVENT YOUR USE OF THE SOFTWARE IF YOU DO NOT FOLLOW THE VALIDATION, INSTALLATION, AND/OR LICENSE MANAGEMENT PROCESS DESCRIBED IN THE SOFTWARE.

Definitions.

1. “Computer” means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.
2. “Content” means any video, audio, data, music, still images, and any other output of the Software and any video, audio, data, music, still images, or other input into the Software.
3. “Device” means a computer hardware system (whether physical or virtual) with a storage device or a mobile device capable of running the Software. A hardware partition or blade is considered to be a device.
4. “Internal Network” means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.
5. “Online Services” means any text, image, video, audio, data processing or hosting services.
6. “Resellers and Distributors” means a N.E. Desktop Software authorized partner, e-merchant or a portal, within which N.E. Desktop Software manages its Software channel.
7. “Software” means use of a copy of computer software identified above and associated media, Library Content and Online Services and a copy of the printed materials, and may include “online” or electronic documentation as well as licensed third party Content. The Software does not include source code.
8. “Trial Version” means a version of the Software which may have limited features and is limited in terms of the length of time the Software may be used and will cease operating after a predetermined amount of time (“the Trial Period”) due to an internal mechanism within the Trial Version. The Software will notify you that the Software is in trial mode, which may include, but would not be limited to, watermarking.
9. “your Content” means the Content resulting from your use of the Software.
10. Grant of License and Restrictions.

The following section applies to all versions of the Software unless otherwise noted.

1.1          General Grant. If you obtained the Software and any required Software from N.E. Desktop Software or one of its authorized Resellers or Distributors and so long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, N.E. Desktop Software hereby grants you a non-exclusive, non-transferable, limited personal license to install and run one copy of the Software in a manner consistent with its design, documentation, and your order. You may only use the Software according to the subscription ordered by you and granted by N.E. Desktop Software. N.E. Desktop Software offers several subscription types to meet the needs of its customers.

1.2          General and Cross Platform Use. Except as otherwise provided in the EULA and so long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, you are licensed to install and run one copy of the Software on one licensed device. Provided that you comply with all the terms and conditions of this EULA and when required by the Software, you present a valid, authorized, and activated code, you may also install and run a second copy of the Software on a second licensed device for use only by you for your internal business or individual use only, whichever is applicable. The components of the Software are licensed as a single unit, and you may not separate or virtualize the components and install them on different devices. By way of clarity, if this license has been entered into by an entity or organization, the copies of the Software licensed hereunder may only be used for the internal business purposes of the licensee entity or organization.

1.3          Distribution from Server. So long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, you are licensed to copy an image of the Software onto Computer file server(s) within your Internal Network for the purpose of downloading and installing the Software onto devices within the same Internal Network for use as permitted by Section 1.1 and 1.2 above.

1.4          Server use. So long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, you are licensed to install a copy of the Software on Computer file server(s) within your Internal Network only for use of the Software initiated by an individual from a Computer within the same Internal Network as permitted by Sections 1.1 and 1.2 of the EULA. The total number of users (not the concurrent number of users) able to use the Software on such Computer file servers(s) may not exceed the number permitted by the subscription ordered by you.

1.5          Restrictions on Secondary Use. If the Software was obtained under a N.E. Desktop Software license program by any licensee, the second copy of the Software made under Section 1.2 must be used solely for the benefit of the licensee.

1.6          Multiple Copies. So long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, you are licensed to make a reasonable number of backup copies of the Software, provided, your backup copies are licensed for your use when you install them on other devices on your network.

1.7 TruGrid          Connector & TruGrid Sentry. So long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, your end users and employees are licensed to use TruGrid Connector to make connections through TruGrid Sentry.

1.8          Integrity of 3rd Party Content and Software. Your use of the Software may be impaired by digital rights management systems in order to protect the integrity of certain third party Content and the Software. You may not use any Computer or hardware designed to defeat any copy-protection device, should the Content or Software you have licensed utilize such protection. You may not remove or alter any trademark, trade names, product names, logos, copyright notices, legends, symbols, labels, or watermarking in any 3rd party Content or the Software, except to the extent as expressly indicated in the 3rd party Content or Software.

2. Description of other Rights and Limitations.

N.E. Desktop Software’s grant to you of a non-exclusive, nontransferable, limited personal license to install and use the Software in a manner consistent with its design, documentation, and your order, is further conditioned upon your compliance with all of the following conditions:

2.1          Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, translate, localize or disassemble the Software.

2.2          Separation of Components. The Software is licensed as a single product. Its component parts may not be separated for use on more than one Computer. You may not unbundle or repackage the Software for distribution.

2.3          No Rental. You may not rent, license, assign, transfer, time share, host, lend, sublicense, distribute, or lease the Software, or any access code or any licenses associated with the same for any purpose, except as otherwise expressly provided in this EULA.

2.4          No Software License Transfers.

2.5          You may not transfer this license under any circumstances without N.E. Desktop Software’s prior written consent/approval, any such consented to or approved transferee must acknowledge, accept and agree in writing to be bound by the terms and conditions of this EULA.

2.6          You may not transfer licenses on a short term basis or transfer temporary rights to use the Software without N.E. Desktop Software’s prior written consent/approval.

2.7          The Software and any copies of the Activation codes related to the Software and N.E. Desktop Software’s trademarks may not be copied, reproduced, distributed, used, posted, modified, adapted, prepare derivatives of or displayed in any form or manner on any online auction sites or any other site or material of any kind without the express prior written permission of N.E. Desktop Software.

Any transfer or posting made in violation of the requirements, conditions, or restrictions of this section will be void and may result in termination of this EULA.

2.8          Term and Termination. The term of this EULA granted to you for the use of the Software is concurrent with your active subscription. Without prejudice to any other rights, N.E. Desktop Software may terminate this EULA if you fail to comply with any of the terms and conditions of this EULA, which includes, but would not be limited to, your unauthorized reproduction, copying, distribution, modification, adaptation or the making of a derivative of or display of the Software or any of the Activation codes associated with the same. In such event, upon such termination you must uninstall and destroy all copies of the Software and any Activation codes associated with the same and all of its component parts and you must provide N.E. Desktop Software in writing your certification as to the same.

2.9          Development License Conditions and Restrictions. The following conditions and restrictions apply to you, as a licensee, if you develop application software that utilizes the Software in a commercially distributed application:

1. you must purchase a license of Software for each copy of the application software licensed or rented;
2. the Software must not be the sole or primary component of such application software;

III.        you must give proper acknowledgment of the copyright of N.E. Desktop Software;

1. you must not use the Software to create a software application that competes with or is intended to compete with, directly or indirectly, the Software; and
2. the application software must add significant value to the Software.

You must obtain the prior written permission from N.E. Desktop Software as to all other uses of the Software that fall outside the scope of this EULA.

2.10        Software for Windows and Mac. The Software which is the subject matter of this EULA is for use and/or runs on a Windows and Mac operating system only, and the Activate key associated with the Software will not be operable on any other systems.

2.11        Trial Version. This section and its subparagraphs apply, in addition to the license granted in Section 1 above, and solely if you have received a valid copy of a Trial Version of the Software from N.E. Desktop Software.

2.12        Subject to the terms and conditions of this EULA, N.E. Desktop Software grants to you a non-exclusive license to install a copy of the Trial Version on a single Computer strictly for your internal evaluation and review purposes and not for production purposes.

2.13        You shall not: (a) in the aggregate install or use more than one copy of the Trial Version; (b) download the Trial Version under more than one username, if applicable; (c) alter the contents of a hard drive or computer system to enable the use of the Trial Version for an aggregate period in excess of the Trial period for which you may evaluate the Trial Version; (d) disclose the results, if any, of the Software performance benchmarks obtained using the Trial Version to any third party without N.E. Desktop Software’s prior written consent; or (e) use the Trial Version for a purpose other than the sole purpose of determining whether to purchase a license to the Software. Notwithstanding the foregoing, you are strictly prohibited from installing or using a copy of the Trial Version for any commercial training purposes.

2.14        Your licensed rights to install and use a copy of the Trial Version under this section will immediately terminate upon the earlier of: (a) the expiration of the Trial Period, or (b) such time that you purchase a license to the Software. N.E. Desktop Software reserves the right to terminate your license to a copy of the Trial Version at any time in its sole discretion. To the extent that any provision in this section is in conflict with any other term or condition in this EULA, this section shall supersede such other terms and conditions with respect to the Trial Version only, but only to the extent necessary to resolve the conflict. YOU ACKNOWLEDGE THAT THE TRIAL VERSION MAY HAVE LIMITED FEATURES, FUNCTION FOR A LIMITED PERIOD OF TIME, AND/OR HAVE OTHER LIMITATIONS NOT PRESENT IN A NON-TRIAL VERSION OF THE SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, THE TRIAL VERSION IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND N.E DESKTOP SOFTWARE DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND.

3. Intellectual property Rights. All rights, title, and interests, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights, whether foreign or domestic, in and to the Software (including, but not limited to, any source or object code, images, photographs, animations, video, audio, music, text, and apps incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by and shall remain the sole property of N.E. Desktop Software or its suppliers or licensors.
4. Injunctive Relief. The parties agree that if you utilize or otherwise use any of the Software in an unauthorized manner, or breach the remaining terms and conditions of this EULA, that such use or breach would have a devastating and serious impact on N.E. Desktop Software’s continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss or damage to N.E. Desktop Software. The parties agree that in such event, in addition to N.E. Desktop Software’s right to recover damages for a breach of this EULA, N.E. Desktop Software shall be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction, without posting of bond or other security or proof of actual damages, to prevent you, your employees, agents, consultants, or independent contractors from engaging in any further use copying, reproduction, distribution, modification, adaptation, or making of derivative works or display of the Software or the continued breach of the remaining terms and conditions of this EULA .
5. Multiple Environments/Multiple Platforms/Dual-Media Software. If you were licensed to receive the Software in a manner that supports multiple environments, platforms, operating systems or languages or in more than one medium, regardless of the type or size of medium you receive, you are licensed to use only one environment, platform, operating system, language or medium that is appropriate for your single Computer at a time. By way of clarity and in accordance with Sections 1.1 and 1.2 of the EULA, you are only licensed to use one version of the Software on one platform and in one language at a time (not simultaneously). You may not use or install the other medium on another Computer other than as expressly stated in the EULA. You may not loan, rent, lease, license, distribute or otherwise transfer the other medium to another user.
6. U.S. Government Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is: N.E Desktop Software, Inc., 1100 E Woodfield Rd Schaumburg, IL 60173. You acknowledge and agree as a condition to the license granted under this EULA that the Software may not be downloaded or otherwise exported or re-exported: (i) into (or the national resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of specially Designated Nationals or the U.S Commerce Department’s Table of Denial Orders. By using the Software, you are agreeing to the foregoing and are representing and warranting that you are not located in or under the control of, a national resident of any such country or on any such list.
7. Customer Remedies. N.E. Desktop Software’s and its suppliers’ or licensor’s entire liability and your exclusive remedy shall be, at N.E. Desktop Software’s option, either: (a) return the subscription fee paid. Outside the United States, neither these remedies nor any product support services offered by N.E. Desktop Software are available without proof of purchase from an authorized international source.
8. NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, N.E DESKTOP SOFTWARE AND ITS SUPPLIERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH REGARD TO THE SOFTWARE, CONTENT, OR LIBRARY CONTENT AND ANY ACCOMPANYING HARDWARE.
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL N.E DESKTOP SOFTWARE OR ITS SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, CONTENT, OR LIBRARY CONTENT, EVEN IF N.E DESKTOP SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. Content and Indemnity. You acknowledge and understand your Content is your sole responsibility including making and keeping back-up copies of your Content and your use and distribution of your Content is at your sole discretion and risk.

10.1     Sole Responsibility. You shall be solely responsible for any claims or causes of action that may arise in connection with such use and distribution of your Content. Notwithstanding anything to the contrary herein, N.E. Desktop Software has no responsibility or liability for the deletion or accuracy of your Content or any other Content, the failure to store, transmit or receive transmission of your Content or any other Content (whether or not processed by the Online Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Software. Certain features of the Software enable you to specify the level at which the Software may restrict access to your Content. You are solely responsible for applying the appropriate level of access to your Content. You further agree to defend, indemnify and hold N.E. Desktop Software, its affiliates, subsidiaries, officers, directors, employees, consultants, agents, suppliers, licensors, Resellers, and Distributors from any and all third party claims, whether foreign or domestic, and any and all liability, damages and/or costs including, but not limited to, reasonable attorney fees, arising from your use of the Software and your Content and the distribution of the same, your violation of this EULA, or the infringement or violation by you or any other user of the Software, of any agreement of any kind or any intellectual property or other right, including but not limited to, patent, trademark, copyright or trade secret rights of any person or entity or any claims that may or are alleged to result in the invasion of privacy, slander, libel or for infringement on a person’s rights of publicity due to the publication or distribution of your Content.

10.2     Ownership of Content, License, and Restrictions. Title and intellectual property rights in and to any Content, displayed by, reproduced, recorded or accessed through the Software, belongs to the respective Content owners. Such Content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing or displaying such Content. This EULA does not grant you any rights to use such Content other than as expressly indicated in the Software, this EULA or any Addendums to the same. The Software may be used to reproduce or record your Content, so long as such use is limited to the reproduction of non-copyrightable Content, Content which you own the intellectual property rights in and to the same, or Content which you are authorized or legally permitted to reproduce, record or display

10.3     Your Representations and Warranties Regarding Your Content. You represent and warrant that: (a) you are the owner, licensor, or authorized user of all your Content; and (b) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or N.E. Desktop Software, or any rights of publicity or privacy of any party, whether foreign or domestic; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including, without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

10.4     Use of Your Content with the Online Services. Again for clarity and as indicated in 10.2 of this EULA, you retain all of your ownership rights in your Content. By submitting Content, which you acknowledge will be transmitted to N.E. Desktop Software’s servers for such processing, however, you hereby grant to N.E. Desktop Software an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license to reproduce, distribute, display, create derivative works of, and otherwise use your Content, and/or data, throughout the world, as necessary to provide you with the Online Services. In addition, you grant us the right to your Content and/or data to improve the quality of the Online Services. You also hereby grant each of your viewers of your Content, a non-exclusive license to access your Content through the Online Services, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Online Services and under any applicable Terms of Service associated with the Online Service, if any. The above licenses granted by you in your Content that you submit to the Online Services will terminate within a commercially reasonable time after you remove or delete your Content from the Online Services. You understand and agree, however, that N.E. Desktop Software may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted. For further clarity, notwithstanding the license granted under this section, N.E. Desktop Software shall not use or promote any of your unlisted or private Content. Again, N.E. Desktop Software requires a license to use your Content as indicated, in order to host your Content on the Online Services, N.E. Desktop Software’s Screencast.com site, for example, for you to be able to share your Content with others.

10.5     N.E. Desktop Software’s Access to Your Content. You acknowledge that the Online Service is automated (e.g., your Content is uploaded using software tools and N.E. Desktop Software servers) and that N.E. Desktop Software personnel will not access, view, or inspect your Content, except as reasonably necessary to perform the Services, including but not limited to, the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by N.E. Desktop Software in good faith to conform to legal requirements or comply with legal process; or (d) enforce this EULA, including investigation of potential violations hereof.

11. Survival. The conditions, restrictions and obligations as contained in this EULA which you have voluntarily agreed to shall survive any expiration, termination or cancellation of this EULA, and shall continue and remain in effect to bind you, and your employees, agents, successors, heirs and assigns to the extent necessary to fulfill their essential purposes.
12. Integration. This EULA and the applicable license order and Addendums sets forth the entire Agreement and understanding between the parties as to the subject matter of this EULA and supersedes all prior discussions, representations, and amendments of understandings of every kind and nature between the parties.
13. Amendments. Except as otherwise provided in this EULA, this EULA may be amended from time to time by N.E. Desktop Software. You must accept any newly amended terms and conditions of this EULA before installing, copying or otherwise using the newly released Software. Except as otherwise provided in this section of this EULA, this EULA may not be amended, altered, or any of its provisions waived on behalf of either party, except in writing executed by both parties’ duly authorized agent. Notwithstanding the provisions of this section (Amendments), N.E. Desktop Software may amend its privacy policy at any time by posting a new version of its privacy policy at its web site.
14. Assignability. Except as otherwise expressly provided under this EULA, this EULA and the rights and duties under this EULA may not be assigned by you without the prior written consent of N.E. Desktop Software.
15. Benefit. Except to the extent forbidden in this EULA, this EULA shall be binding upon and inure to the benefit of the respective successors and assigns of the parties.
16. Captions. Captions contained in this EULA are inserted for reference and in no way define, limit, extend or describe the scope of the EULA or intent of any provision in the EULA.
17. Severability. If any provision of this EULA becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this EULA shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the EULA to the other party.
18. Authority to Accept. You warrant and represent to N.E. Desktop Software that this EULA shall be binding upon you, and that the individual agreeing to be bound under the terms and conditions of this EULA is authorized or has been empowered to do so.
19. Third Party Beneficiary. You acknowledge and agree that N.E. Desktop Software’s suppliers and licensors (and/or N.E. Desktop Software if you obtained the Software from any party other than N.E. Desktop Software) are third party beneficiaries of this EULA, with the right to enforce the obligations set forth herein with regard to the respective technology, applicable software or Content of such suppliers, licensors and/or N.E. Desktop Software.
20. Third Party Acknowledgement and Terms. The Software licensed under the terms and conditions of this EULA may use or include third party components, Content, other copyrighted material, and/or open source software which may be subject to certain “open source” or “free software” licenses (“Open Source Software”). Acknowledgments, licensing terms and additional disclaimers for such components, Content, materials, or Open Source Software are contained in the “online” electronic documentation for the Software, including without limitation, a 3rdPartyLicensing.txt file or may otherwise accompany the same, or are contained in Addendums to this EULA, and your use of such components, Content, other materials, and/or Open Source Software is governed by their respective terms and conditions and nothing in this EULA limits your rights under or grants you rights that supersede the terms and conditions of any such applicable third party terms and conditions for such third party components, Content, materials, and/or Open Source Software.
21. Miscellaneous. This EULA is governed by the laws of the State of Illinois, U.S.A. to the extent that U.S. federal laws are not applicable, without regard to their conflicts of law principles. You agree to the exclusive jurisdiction of the Courts of the State of Illinois, U.S.A. and the United States district court located or has a presence in Ingham County, Illinois U.S.A. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. The parties to this Agreement waive personal service of any and all process upon them and consent that all such service of process be made by registered mail and shall be deemed to be completed five (5) business days after the same shall have been deposited in the United States mail, postage prepaid. You waive any objection based on inconvenient forum and any objection to venue of any action instituted under this EULA by N.E. Desktop Software in any jurisdiction. This EULA shall not be governed by the United Nations’ Convention on Contracts for the International sale of Goods, the application of which is expressly excluded. If you are a federal, state, or local government entity in the United States using the Software in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, this EULA and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Illinois (excluding choice of law).

Should you have any questions, complaints or claims with respect to the Software, or if you desire to contact N.E. Desktop Software for any reason, please contact the N.E. Desktop Software partner serving your country, or write:

Address: N.E Desktop Software, Inc., 1100 E Woodfield Rd, Suite 100A, Schaumburg, IL USA 60173
Phone: +1.800.211.8332
Email: info@trugrid.com

AS STATED ABOVE, PAYING THE SUBSCRIPTION FEE FOR THE SOFTWARE WITHOUT PROMPTLY REQUESTING A REFUND OF SUCH FEE OR INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, INDICATES YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AS A LICENCEE.

Address: N.E Desktop Software, Inc., 1100 E Woodfield Rd, Suite 100A, Schaumburg, IL USA 60173
Phone: +1.800.211.8332
Email: info@trugrid.com

N.E. Desktop Software, TruGrid, TruGrid Sentry, TruGrid Connector, are registered trademarks of N.E Desktop Software, Inc. in the United States and/or other countries. Mac is a trademark owned by Apple, Inc. Twitter and related design logo are registered marks of Twitter, Inc. All other trademarks are the property of their respective owners.

IF YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, YOU DO NOT HAVE A RIGHT TO DOWNLOAD, INSTALL OR USE THE LICENSED SOFTWARE.