Fill Staff Company End User License Agreement READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE. BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. 1. LICENSE TO USE. Fill Staff Company("Fill Staff For Recruiters") grants you a non-exclusive and non-transferable license for the internal use only of the accompanying Fill Staff Company software and documentation and any error corrections provided by Fill Staff Company(collectively, the "Software"), by the number of users and the class of computer hardware for which the corresponding fee has been paid. You agree to defend and indemnify Fill Staff Company and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all Software. 2. RESTRICTIONS. Software is confidential and copyrighted. Title to Software and all associated intellectual property rights are retained by Fill Staff Company and/or its licensors. Fill Staff Company DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USES. No right, title or interest in or to any trademark, service mark, logo or trade name of Fill Staff Company or its licensors is granted under this Agreement. Unless you purchase an upgrade license, which provides you with periodic upgrades, you will not be entitled to any upgrades in the Software. The terms and conditions of this Agreement will be applied to any and all upgrades. 3. LIMITED WARRANTY. Software is provided "AS IS". 4. DISCLAIMER OF WARRANTY. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 5. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL FILL STAFF COMPANY OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF FILL STAFF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FILL STAFF’S LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR SOFTWARE UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. 6. TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Fill Staff Company if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of Software. 7. NOTICE OF AUTOMATIC DOWNLOADS. You acknowledge that, by your use of the Software and/or by requesting services that require use of the Software, the Software may automatically download, install, and execute software applications from sources other than Fill Staff Company("Other Software"). Fill Staff Company makes no representations of a relationship of any kind to licensors of Other Software. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL FILL STAFF COMPANY OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE OTHER SOFTWARE, EVEN IF FILL STAFF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. SOURCE CODE. Any distribution, resale, or publishing of the source code is strictly prohibited. All images, music, and animation files used in the source code cannot be re-distributed separately in any other format. 9. REVERSE ENGINEERING. You shall not reverse engineer, decompile, disassemble or translate the Software or access the Software using third party software, without the prior written consent of Fill Staff. You shall not allow the Software to be reverse engineered, decompiled, disassembled, translated, or accessed using third party software without the prior written consent of Fill Staff. 10. TERMINATION FOR INFRINGEMENT. Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right. 11. GOVERNING LAW. Any action related to this Agreement will be governed by Arkansas law. No choice of law rules of any jurisdiction will apply. 12. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 13. INTEGRATION. This Agreement is the entire agreement between you and Fill Staff Company relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. 14. INSTALLATION; REFUNDS. The Limited Warranty, Disclaimer of Warranties and the Limitation of Liabilities section apply to any and all installation services purchased. There are NO REFUNDS of the purchase price for the Software once you have selected the "Accept" button at the end of this Agreement and the 10-15 Day TRIAL Period has expired. 15. DATA RESALE. Resale, uploading to any service (with the exception of the customer's own lead management system or marketing database), or giving away of data extracted by Fill Staff Company software for commercial purposes is strictly prohibited. Any violation of this policy will immediately terminate your software license. If you are interested in reselling data collected by Fill Staff Company software, contact Fill Staff Company for more information. 16. EXPORT REGULATIONS. All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you. 17. NO SPAM POLICY; USAGE. 18. You shall not use the Software: (i) to send mailings that advertise "adult related" products. This includes but is not limited to: (y) pornographic messages; or (z) messages including the word "sex", any synonym thereof or any message implying any type of sexual contact, (ii) to send unsolicited mailings or (iii) to promote, solicit or recommend material that is obscene, threatening, harassing, libelous, or in any way a violation of intellectual property laws or a third party's intellectual property rights. 19. You will only use the Software in compliance with this Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). This includes, without limitation, the CAN-SPAM Act of 2004. 20. In the event that Fill Staff Company receives one (1) or more SPAM complaint(s), we reserve the right to immediately suspend your account. Fill Staff Company will investigate the complaints and discern whether to terminate your license to the Software or reinstate the license to the Software. You will be notified in writing (email) of all such actions. You agree that any decision made by Fill Staff Company in reference to an investigation of SPAM complaints is final and non-contestable and you will NOT receive a refund of your purchase price. 21. You agree to respect all terms and conditions of third-party websites when using our Software on such third-party website. You hereby agree to indemnify and hold harmless Fill Staff Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the terms and conditions of any third-party's website. 22. OPT-IN; FILL STAFF COMPANY MARKETING. BY SELECTING THE "ACCEPT" BUTTON, YOU AGREE TO RECEIVE EMAILS FROM FILL STAFF COMPANY ABOUT FILL STAFF COMPANY PRODUCTS AND SERVICES. All information submitted through our registration form is saved in a customer database used to provide you with technical support and services. Your email address is required to send Registration IDs and must be kept on file in the event that your Registration ID is lost and needs to be resent. We do not accept email registrations from free email services such as yahoo.com, gmail.com, msn.com. By downloading and registering this software, you are opting into Fill Staff's email list. Each email you receive will give you the option to opt out of the list at any time. Fill Staff Company will NEVER share this information with a 3rd party. The list is maintained solely to notify you about special deals and/or offers regarding our products. 23. U.S. GOVERNMENT RESTRICTED RIGHTS. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). All rights reserved. =============================================== Next Part of product install reads; This program requires an internet connection to be configured on your computer. If you do not have a valid license for this software and you wish to obtain one, contact Fill Staff Company at 501-205-4350 www.fillstaff.com Warning: This computer program is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe criminal and civil penalties, and will be prosecuted to the maximum extent possible under law. ============================================================