WinCloak 1.07

EULA - End User License Agreement

END USER LICENSE AGREEMENT ("EULA")

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE DOWNLOADING AND/OR INSTALLING ANY SCRIPTLOGIC SOFTWARE PRODUCT (TOGETHER WITH, WHERE APPLICABLE, ASSOCIATED DATABASES, DATA SERVICES AND CERTAIN ADDITIONAL SOFTWARE FUNCTIONALITY, INDIVIDUALLY AND COLLECTIVELY, THE "SOFTWARE") AS PROCEEDING WILL INDICATE YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS. THE LICENSE RIGHTS GRANTED TO YOU IN THIS AGREEMENT ARE ABSOLUTELY CONDITIONED UPON YOUR ACCEPTANCE AND ASSENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU ARE DOWNLOADING AND/OR INSTALLING THE SOFTWARE FOR INDIVIDUAL, PERSONAL USE, YOU ARE ACCEPTING AND
AGREEING TO BE LEGALLY BOUND TO THE TERMS OF THIS AGREEMENT AS AN INDIVIDUAL. IF YOU ARE
DOWNLOADING AND/OR INSTALLING THE SOFTWARE FOR A LEGAL ENTITY, YOU ARE ACCEPTING AND AGREEING TO BE LEGALLY BOUND TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR COMPANY AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS THEREOF AND REFERENCES TO "YOU" IN THIS AGREEMENT SHALL INCLUDE ALL SUCH INDIVIDUALS AND ENTITIES. IF YOU ARE NOT WILLING OR AUTHORIZED TO BE BOUND BY THESE TERMS ACCORDINGLY, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE.

Please read the terms carefully before downloading and/or installing, as proceeding will indicate
your acceptance of them. ScriptLogic Corporation ("ScriptLogic") and/or its licensors own all right,
title and interest in this Software and it is protected by copyright law. The Software is thus
proprietary and confidential and is licensed (not sold). Except as may be modified by a written
addendum signed by both parties, your rights and obligations with respect to the use of this Software
are as follows:

1. Trial Evaluation Terms and Conditions—If you have downloaded and installed the Software without
purchasing the Software, ScriptLogic grants to you and you accept a one time, restricted, revocable,
non-transferable, non-exclusive license (the "Trial License") to install and use the Software
(including, where applicable, a limited time right to access Subscription Services as defined
below), in object code form only, solely for evaluation purposes, during a trial-period of up to
thirty (30) days (or such other Trial Period as may be currently associated with the Software on
ScriptLogic's web site) (the "Trial Period"), after which you must purchase the appropriate number
of full licenses and Subscription Plans, where applicable, in accordance with Section 2 below if
you wish to continue using the Software and the Subscription Services, where applicable.
Evaluation purposes hereunder include, without limitation, functionality review, configuration
and compatibility testing but does not include actual production use or delivery of services
related thereto, such as a full scale roll out of a software patch. Your opportunity for a
free evaluation of the Software is strictly limited to one Trial Period by you, your company
and/or the officers, directors, employees and agents thereof, individually and collectively and
multiple Trial Periods by you are expressly prohibited. You acknowledge that you are downloading
this Software with a good faith intention to purchase a full License to use the Software pursuant
to Section 2 below upon the completion of a successful evaluation. A ScriptLogic representative
may contact you after download to discuss your purchase of a full License. In the event you use
the Software in any way in violation of the terms of this Trial License without purchasing a full
License, ScriptLogic shall be entitled to charge you fees for full licenses for each copy of the
Software you use, based on actual use as determined by ScriptLogic.

2. Full License--Upon payment of all applicable license fees as set forth on ScriptLogic's web
site at the time of purchase, ScriptLogic grants to you and you accept a restricted, non-exclusive,
non-transferable license (the "License") to: (a) use the Software in object code form only, in
accordance with applicable documentation (available on ScriptLogic's web site) subject to applicable
limited time period, seat, server, named domain, or similar use restrictions; (b) make one copy of
the Software for archival purposes, or copy the Software onto the hard disk of your computer and
retain the original for archival purposes; and (c) use the Software on a network as, and only as,
an end user of the Software. The License granted in this Section 2 addresses only your rights to
use ScriptLogic software applications and does not grant rights to access associated databases, data
services and additional software functionality (together, "Subscription Services") made available
separately by ScriptLogic under "Subscription Plans" as follows. Your license to use the Software
may also include an opportunity to purchase access to Subscription Services on a subscription basis,
through your purchase of applicable ScriptLogic service subscription and maintenance programs
("Subscription Plans"). Staying current on your payments on applicable Subscription Plans entitles
you to access Subscription Services on a continued basis. Where the Software you install and use
under this Agreement includes the option to access Subscription Services, the Software you have
installed will make queries to ScriptLogic servers remotely at pre-programmed intervals to determine
your payment status under applicable Subscription Plans. The Subscription Services will be made
available to you so long as ScriptLogic's servers continue to report your payment status under
applicable Subscription Plans as being current and up-to-date in response to such remote queries.
Termination or expiration of the applicable Subscription Plans also terminates and revokes your
right to continue accessing and/or using the Subscription Services.

3. Restrictions—You are entitled only to those rights with respect to the Software as are expressly
granted by this Agreement. Any rights that are not expressly granted by this Agreement shall
not be implied. The License(s) granted pursuant to this Agreement authorizes or permits only
the actions, use and manner of use of the Software as defined under Section 1 or Section 2 above,
as applicable. Without the prior written consent of ScriptLogic, YOU MAY NOT: (a) reproduce,
distribute or revise the documentation which accompanies the Software; (b) assign, sublicense,
rent or lease or use in a service bureau capacity any portion of the Software; (c) reverse engineer,
decompile, disassemble, modify, translate, make any attempt to discover the source code of the
Software, or create derivative works from the Software; (d) reverse engineer, decompile, disassemble,
modify, translate, or distribute the database(s) distributed and updated by ScriptLogic; (e) access,
use, attempt to access or use the Subscription Services made available by ScriptLogic as part of
Software (where applicable) in any manner other than as part of Software use and configuration as
provided for and as intended by ScriptLogic or its licensors; (f) evaluate or use the Software for
the purpose of competing with ScriptLogic in any manner; (g) facilitate the evaluation or use of
the Software for the purpose of competing with ScriptLogic in any manner; or (h) use a previous
version or copy of the Software after you have received an upgraded version of the Software. Upon
upgrading the Software, all copies of the prior version must be destroyed. IF YOU FAIL TO COMPLY
WITH ANY OF THE TERMS OF THIS AGREEMENT, YOUR LICENSE WILL BE AUTOMATICALLY TERMINATED. SUCH TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY CRIMINAL, CIVIL, OR OTHER REMEDIES AVAILABLE TO SCRIPTLOGIC.

4. Term--The Trial License is effective upon your acceptance of this Agreement and expires upon the
earlier to occur of (i) the end of the Trial Period (ii) the date upon which you purchase the
appropriate Licenses for the Software; or (iii) the date upon which this Agreement may be
terminated pursuant to Section 3 above or this Section 4. If you have purchased a time limited
License, your License terminates at the end of such term. Trial Licenses may be extended only upon
the express written permission of ScriptLogic. If you choose not to purchase the appropriate
Licenses for the Software by the end of the Trial Period, you must discontinue using the Software
and destroy any and all copies of the Software or return them to ScriptLogic. After the expiration
of the Trial Period, neither you nor your company or any officer, director, employee, or agent
thereof, individually or collectively may download any further copies of the Software for evaluation
because multiple Trial Periods are prohibited. You may terminate this License at any time by
returning the Software to ScriptLogic. ScriptLogic may terminate this Agreement upon a breach by
you of any term hereof or upon written notice at its discretion. Upon any termination, you agree
to immediately discontinue any further use of the Software and to destroy the Software and copies
of associated databases, if any, and any copies thereof, within five (5) days. Upon ScriptLogic's
request, you will provide written certification (from an officer, if a legal entity) of compliance.

5. Representations--You represent that you are either (i) currently a license-holding end-user of
a publicly released version of the Software; (ii) a person or entity interested in becoming a
license-holding end-user who is downloading and evaluating the Software only for your own end use
purposes, which do not include competing with ScriptLogic in any manner; or (iii) a ScriptLogic
authorized, registered reseller. You also represent that you filled out any and all forms on the
ScriptLogic web site (or any and all forms otherwise required to be completed prior to downloading
and/or installing the Software) truthfully and accurately. If you are downloading and/or installing
the Software for a legal entity, you further acknowledge and agree that (a) you are 18 years of age
or older; and (b) are authorized by your company to enter into this Agreement.

6. Audit--To assist ScriptLogic in the protection of its proprietary rights, you shall permit
representatives of ScriptLogic to inspect at reasonable times any location at which Software is
being used or kept. You shall keep true and correct records with respect to the uses of the Software
and the number of seats, servers, named domains, projects (or other applicable licensing standard)
associated with such Software use. These records shall include sufficient information to verify
authorized licensed use of the Software hereunder. Records shall be ready for examination during
normal business hours to duly authorized representatives of ScriptLogic who shall be entitled to
make copies and receive any explanations that may be reasonably requested. ScriptLogic is
responsible for payment of any fees associated with the performance of such audits, except that
you will be responsible for such fees in the event the audit discloses a discrepancy in
ScriptLogic's favor of more than 5 percent of the authorized use under License.

7. Limitation of Warranty and Liability--ScriptLogic is providing this Software on an "AS IS"
basis with no warranty or guarantee whatsoever. SCRIPTLOGIC DISCLAIMS ANY AND ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER ANY LIABILITY IN NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE AND IN NO EVENT WILL SCRIPTLOGIC BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. YOU AGREE THAT SCRIPTLOGIC SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH DAMAGES IN ADVANCE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. If ScriptLogic should be held liable for damages to you for any cause arising out of this Agreement, or its breach, such damages in the aggregate, shall not exceed the lesser of (a) the fees actually paid to ScriptLogic hereunder during the 12 months prior to the month in which such claim arose, or (b) actual damages incurred. You expressly waive your right to collect any greater amount.

NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

The disclaimer of warranties and limitations set forth herein constitute an essential part of this
Agreement. No use of the Software is authorized hereunder except under these disclaimers and
limitations.

For the purpose of this Section (Limitation of Warranty and Liability), "ScriptLogic" shall mean
ScriptLogic, its affiliates, officers, shareholders, contractors, licensors, agents and endorsers.

8. General--This Agreement will be governed by the laws of the State of Florida. Any actions
brought by either party to this Agreement to enforce rights created by or related to this
Agreement will be brought in the appropriate venue in the state or federal courts of the
State of Florida. You acknowledge that any misuse or threatened misuse of the Software will cause
immediately irreparable harm to ScriptLogic for which there is no adequate remedy at law.
Accordingly, you agree that ScriptLogic shall be entitled to immediate and permanent injunctive
relief from a court of competent jurisdiction in the event of such breach or threatened breach.
Nothing herein shall limit ScriptLogic's right to any remedies at law. This Agreement constitutes
the entire License between you and ScriptLogic with respect to the Software and may be modified
only by an addendum of ScriptLogic or by a written document which has been signed by both you
and ScriptLogic. To the extent a written agreement, signed by both parties, has been, or is,
executed between you and ScriptLogic, in the event of any conflict between the terms and
conditions set forth therein and terms and conditions set forth in this Agreement, the terms
and conditions of such written, executed agreement shall govern. No failure or delay of any
party to exercise any right or remedy hereunder shall operate as a waiver thereof. No waiver
of any breach of any provision of this Agreement shall be effective unless made in writing,
identified in such writing by the parties as a waiver with specific reference to this Section,
and signed by the party alleged to have waived. No provision of this Agreement is intended or
shall be construed to provide or create any third party beneficiary right or any other right of
any kind in any third party End User or any client, customer, affiliate, insurer, lender,
shareholder, partner, officer, director, employee or agent of any party hereto, or in any
other person. Should you have any questions concerning this Agreement, or if you desire to
contact ScriptLogic for any reason, please write: ScriptLogic Customer Sales and Service,
6000 Broken Sound Parkway, Boca Raton, FL 33487-2742, United States of America.

9. U.S. Government Restricted Rights--The Software and documentation are provided with RESTRICTED
RIGHTS. Use, duplication, or disclosure by the U.S. government or any agency thereof is subject
to restrictions as set forth in subparagraph (c)(I)(ii) 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 C.F.R. 52.227-19, as applicable. Contractor/manufacturer
is ScriptLogic Corporation at the address listed above.