END USER SOFTWARE LICENSE AGREEMENT
This End User License Agreement (the “License Agreement”) is by and between you (the “Licensee”) and
RanaTeckk LLC, an Ohio company (“ RANATECKK”). In consideration of the mutual promises set forth herein,
RANATECKK and Licensee, intending to be legally bound, hereby agree as follows:
1. Grant of License. Subject to the terms and conditions of this License Agreement, RANATECKK hereby grants to
you a non-exclusive, non-transferable, limited, revocable license to use, in object code form only, the RANATECKK
software, including any symbols, fonts, etc., accompanying this License Agreement (the “Licensed Software”). The
Licensed Software is being licensed not sold. It is understood that this License Agreement shall exclusively govern
the terms and conditions of the foregoing license grant, and your use of the Licensed Software.
2. Use. For purposes the license grant in Section 1, “use” means use of the Licensed Software only for Licensee’s
internal operations, and for no other purpose. Licensee shall not use or reproduce the Licensed Software, except
in accordance with the Licensed Software’s published specifications (the “Documentation”) or otherwise in
accordance with RANATECKK’s written instructions. Licensee shall not rent, lease, transfer, copy, or otherwise
distribute the Licensed Software, shall not modify, reverse engineer or decompile the Licensed Software, create
derivative works based thereon, attempt to derive source code, the underlying ideas, algorithms, structure or
organization of the Licensed Software, or use the Licensed Software to create any computer program or other
material that replicates or utilizes the same or substantially similar functions as the Licensed Software. You may
use only one copy of the Licensed Software on a single computer, but may make a single copy for backup or
3. Export Laws. You agree that the Licensed Software may be subject to restrictions and controls imposed by the
Export Administration Act and the Export Administration Regulations of the United States (the “Acts”). You agree
and certify that neither the Licensed Software nor any direct product thereof is being or will be used for any
purpose prohibited by the Acts. You may not access, download, store, load, install, execute, display, copy, export,
or re-export the Licensed Software (a) into or to a national or resident of, any country to which the United States
has embargoed goods, or (b) to anyone on the United States Treasury Department’s list of Specially Designated
Nationals or the U.S. Commerce Department’s Table of Deny Orders. By accessing, downloading, storing, loading,
installing, executing, displaying, or copying the Licensed Software, you are representing and warranting that you
are not located in, under the control of, or a national or resident of any such country or on any such list. You
acknowledge that it is your sole responsibility to comply with any and all government export and other applicable
laws and that RANATECKK has no further responsibility for such after the initial license to you. You warrant and
represent that neither the U.S. Commerce Department, Bureau of Export Administration nor any other U.S. federal
agency has suspended, revoked or denied your export privileges.
4. Ownership; Audit.
4.1. You acknowledge that the Licensed Software is and shall remain the sole and exclusive property of
RANATECKK, and that RANATECKK shall own all right, title and interest therein, together with all trademark, trade
secret, copyright, and other intellectual property rights, foreign and domestic. You agree to retain all copyright
and trademark notices on the Licensed Software and shall take such other steps as may be necessary to protect
RANATECKK’s intellectual property rights therein.
4.2. RANATECKK reserves the right, upon reasonable prior notice to Licensee and during Licensee’s normal
business hours, to audit Licensee’s use of the Licensed Software; provided that any such audit shall be conducted
in such a manner as not to interfere with normal business activities.
5. Warranties. You represent and warrant to RANATECKK that you will use the Licensed Software only in
accordance with RANATECKK’s instructions, and otherwise in accordance with all applicable U.S. and foreign laws,
rules, and regulations.
6. Disclaimer of Warranty. ANY USE OF THE LICENSED SOFTWARE IS AT YOUR OWN RISK TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. RANATECKK DISCLAIMS ALL WARRANTIES AND CONDITIONS,
EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTEES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE LICENSED SOFTWARE IS DISTRIBUTED "AS
IS". LICENSEE SHALL RECEIVE NO UPGRADES TO THE LICENSED SOFTWARE UNLESS EXPLICITLY GRANTED BY
7. Limitation of Liability. RANATECKK SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF
USING, MISUSING, MODIFYING, CONTRIBUTING, COPYING, OR DISTRIBUTING THE LICENSED SOFTWARE. IN NO
EVENT SHALL RANATECKK BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGE (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE)
HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF RANATECKK HAD BEEN PREVIOUSLY ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND
BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE LICENSED SOFTWARE AND WILL NOT
MAKE A CLAIM AGAINST RANATECKK FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR
LOST PROFITS RESULTING FROM THE USE OF THE LICENSED SOFTWARE. YOU AGREE TO HOLD RANATECKK
HARMLESS FROM, AND YOU COVENANT NOT TO SUE RANATECKK FOR, ANY CLAIMS BASED ON USING THE
8. Term; Termination.
8.1. The term of this License Agreement (“Term”) shall begin when you download or install the Licensed
Software (whichever is earlier) and shall continue, unless otherwise terminated pursuant hereto, in perpetuity.
RANATECKK may terminate this License Agreement by offering you a superseding agreement for the Licensed
Software or any replacement or modified version of or upgrade or new release of the Licensed Software, and
conditioning your continued use of the Licensed Software or such replacement, modified or upgraded version or
new release on your acceptance of such superseding agreement. This License Agreement may be also terminated
by RANATECKK immediately and without notice if you fail to comply with any of your obligations or conditions of
this License Agreement. Without prejudice to any other rights, this License Agreement will terminate automatically
if you fail to comply with any of the limitations or other requirements described herein. Upon any termination or
expiration of this License Agreement, you must immediately cease use of the Licensed Software and destroy all
copies of the Licensed Software.
8.2. Unless expressly terminated pursuant to the terms of this License Agreement, the obligations of the
parties contained in any provisions that by their nature should survive termination of this License Agreement, shall
survive termination of the License Agreement.
9. Indemnification. Licensee shall indemnify, defend and hold harmless RANATECKK, its subsidiaries, affiliates,
and licensors, and their respective members, officers, employees and agents, for any and all loss, liability, or
damages (including court costs and reasonable attorney's fees), arising out of or incurred in connection with a
breach by Licensee of any term or condition of this License Agreement or Licensee’s use of the Licensed Software.
10. Government Users. The Licensed Software and accompanying Documentation are deemed to be “Commercial
Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and
“Commercial Computer Software Documentation,” respectively, as such terms are used in 48 C.F.R. §12.212 or 48
C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4,
as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being
licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights, including any
use, modification, reproduction, release, performance, display or disclosure of the Licensed Software and
accompanying Documentation, as are granted to all other end users pursuant to the terms and conditions herein.
Unpublished-rights reserved under the copyright laws of the United States.
11. Notices. Any notice required or permitted to be given hereunder by either party shall be in writing and shall
be deemed given on the date received if delivered personally or five (5) days after the date postmarked if sent by
registered or certified U.S. mail, return receipt requested, postage prepaid.
12. Governing Law. This License Agreement and the rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of Ohio without regard to conflict of law rules and the
federal laws of the United States.
13. Enforceability. If any one or more provisions of this License Agreement shall be found to be illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby, provided the surviving License Agreement materially comports with the
parties' original intent.
14. Time to Bring a Cause of Action. No action, regardless of form, arising out of the transactions under this
License Agreement, may be brought by Licensee more than one (1) year after the cause of action has occurred, or
was discovered to have occurred.
15. Waiver. Waiver or forbearance by RANATECKK to claim a breach of any provision of this License Agreement or
exercise any right or remedy provided by this License Agreement or applicable law, shall not be deemed to
constitute a waiver with respect to any subsequent breach of any provision hereof.
16. Changes and Modifications. No changes or modifications to this License Agreement shall be deemed effective
unless in writing and executed by both parties hereto.
17. Assignment. You may not assign this License Agreement without the prior written consent of RANATECKK, not
to be unreasonably withheld. RANATECKK shall be free to assign its rights and obligations hereunder.
18. Entire Agreement. This License Agreement represents the complete and entire understanding between the
parties regarding the subject matter hereof and supersedes all prior negotiations, representations or agreements,
either written or oral, regarding this subject matter.
19. Headings. The headings in this License Agreement are for convenience only and shall not affect in any way the
meaning of the provisions to which they refer.
20. Jurisdiction. The parties agree that any legal proceedings as between the parties with respect to the subject
matter hereof, shall take place in a court with jurisdiction located in the State of Ohio, and the parties irrevocably
consent to the personal jurisdiction and venue of such court.
21. Successors and Assigns. Subject to Section 17 herein, this License Agreement shall be binding upon and inure
to the benefit of the parties hereto, their successors and assigns.
Licensee agrees that installation of the Licensed Software on any computer shall constitute acceptance of the
terms of this License Agreement.