The EULA

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The End User License Agreement (the EULA).


This "End User License Agreement" (the "EULA") is a legal agreement between you

(either an individual or legal Entity), and ProgramPartner ApS. This EULA is

effective upon your acceptance of the EULA, or upon your downloading, installing,

accessing, and using the software, even if you have not expressly accepted this EULA.


BY USING THE SOFTWARE, YOU ACCEPT THE TERMS OF THE EULA AND YOU REPRESENT, WARRANT,

AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA.


IF YOU DO NOT ACCEPT THE TERMS OF THE EULA, YOU MAY NOT USE THE SOFTWARE.


The terms of the EULA apply to the SCRAMBLECODE software (the "software") including

without limitation:

  - All SCRAMBLECODE executables (including the scramblecode.exe) and all provided library files.

  - Any Redistributables (as defined later) created by this software.

  - All license identification files related to this software.

  - Any form of help or documentation material related to this software.

  - Any updates, supplements, Internet-based services, and support services for

    this software, unless other terms explicitly accompany and apply to those.

  - The installation files and media on which you received it, if any.


Conditioned upon your compliance with the terms and conditions of this EULA and

payment of all applicable fees, ProgramPartner grants you a non-exclusive,

non-transferable license to use the software.


The software must be used with one or more registered license identification files,

each referred to as a "LicenseID".


The software default includes a registered evaluation LicenseID free of charge.

You may use this evaluation LicenseID for internal noncommercial purposes solely

to evaluate the suitability of the software for your needs. This evaluation

LicenseID may be required by the software for certain internal operations and

may impose certain limitations on the use of the software as described in the

software documentation.


Each LicenseID includes a unique serial number which is issued by ProgramPartner or

an authorized reseller of the software appointed by ProgramPartner. When registering

a LicenseID to you based on your purchased serial number using the procedure set forth

on ProgramPartner's web site, your name and address as a legal Entity are included in

the LicenseID together with the date of registration (the "RegDate").

If ProgramPartner releases new versions of the software defined by ProgramPartner as

updates, you are allowed for an UpdatePeriod of 12 months starting at the RegDate to

download and test these updates with your LicenseID and if applicable you may use

these updates as part of the licensed software with your LicenseID in accordance with

the terms of the EULA which belongs to that version of the software.


A renewal of a LicenseID in accordance with the rules and procedures set forth on

ProgramPartner's web site provides the LicenseID with a new RegDate for a new 12 month

UpdatePeriod. It requires the purchase of an update number and a re-registering of the

LicenseID with this update number. Only the latest version of a LicenseID may be used,

invalidating the use of any previous versions containing the same serial number.


Any LicenseID is based on one of these 6 license types:

  - Evaluation:

       This license is for trial use in order to verify and test that the software

       matches your requirements or needs. The software default includes an

       evaluation LicenseID of this type.

  - Single-User Standard:

       This license is based on a purchased serial number and is registered to a

       single individual named person employed by a specified legal Entity.

       If you are self-employed, you register yourself as both the legal Entity

       and the named person. Only this authorized user while employed by the legal

       Entity may access this license and use the software with this license.

  - Single-User Professional:

       This license is based on a purchased serial number and is registered to a

       single individual named person employed by a specified legal Entity.

       If you are self-employed, you register yourself as both the legal Entity

       and the named person. Only this authorized user while employed by the legal

       Entity may access this license and use the software with this license.

  - Multi-User Site:

       This license is based on a purchased serial number and is registered to a

       legal Entity at a single site identifying a physical address as a specific

       location. Only authorized users while employed by the legal Entity at this

       particular site may access this license and use the software with this license.

  - Multi-User Country:

       This license is based on a purchased serial number and is registered to a legal

       Entity based on the main address of the head office. Only authorized users while

       employed by the legal Entity and living in the same country as the legal Entity

       may access this license and use the software with this license.

  - Multi-User Global:

       This license is based on a purchased serial number and is registered to a legal

       Entity based on the main address of the head office. Only authorized users while

       employed by the legal Entity or any of its fully owned international subsidiaries

       located anywhere may access this license and use the software with this license.


A "legal Entity" refers to and include any form of business, company, corporation,

organization, partnership, proprietorship, joint venture, school, college, university,

institution or government including without limitation whether or not having limited

liability or being public, private, commercial, noncommercial, educational, academic,

governmental, national or international.


An "authorized user" refers to and include any kind of employee, contractor, registered

student or research assistant employed by the legal Entity and authorized by the legal

Entity to use the software in accordance with the terms of the license type and the EULA.


The terms of the EULA apply for all licenses of any type, including any license that was

delivered as part of the software or was registered or re-registered later based on a

purchased serial number or update number. The software will be available to you for use

with a LicenseID that is to be registered to your legal Entity based upon your receipt of

one or more purchased numbers, which you may obtain by paying the requisite license fees,

using the procedure set forth on ProgramPartner's web site.


The license fees paid by you are paid in consideration of the license granted under the

EULA. ProgramPartner may terminate the EULA and invalidate your license if the payment

transaction or the billing or contact information are false, fraudulent, or invalid.

License sales are final and ProgramPartner does not refund license fees under any

circumstances. By accepting the EULA you fully understand that once license fee payment

is made to ProgramPartner or an authorized reseller appointed by ProgramPartner all fees

and other amounts due under the EULA are non-cancelable and non-refundable and you will

have no recourse for receiving a refund of any part of the fees. Unless otherwise agreed

to by the parties, you shall pay all fees or amounts within 30 days of the date of the

invoice. A late fee shall be charged on any overdue amounts and any other fees and

expenses not paid as provided under the EULA at the rate of two percent (2%) per month,

or the highest rate allowable under applicable law, whichever is less, commencing with

the date payment was due.


The fees and all other amounts due as set forth in the EULA are net amounts to be received

by ProgramPartner, exclusive of all taxes, duties, and assessments, including without

limitation all sales, withholding, VAT, excise, ad valorem, and use taxes (collectively,

the "Taxes"), and are not subject to offset or reduction because of any Taxes incurred

by you or otherwise due as a result of the EULA. You shall be responsible for and shall

pay directly, any and all Taxes relating to the EULA. This provision shall not apply

to taxes based solely on ProgramPartner's income.


The software is protected by copyright laws as well as other intellectual property laws.


The software is licensed, not sold. The EULA only gives you some rights to use the software.

ProgramPartner reserves all other rights. The software and related documentation are licensed

to end users as commercial items with only those rights as are granted to other end users

pursuant to the terms and conditions of the EULA, and you may use the software only as

expressly permitted in the EULA.  In doing so, you must comply with any technical limitations

in the software that only allow you to use it in certain ways. You may not work around any

technical limitations in the software. You may not reverse engineer, decompile or disassemble

the software, except and only to the extent that applicable law expressly permits, despite

this limitation. You may not make more copies of the software than specified in the EULA

or allowed by applicable law, despite this limitation. You may not publish the software

for others to copy. You may not rent, lease or lend the software. You may not transfer

the software or the EULA to any third party.


Redistributables are defined as:

  - Executable library files embedded with a public key, provided these files were

    created by this software based on a LicenseID registered to you using a serial

    number purchased by you.

  - Bytecode compiled using your private key targeting these library files.


As part of the programs you develop you may permit distributors of your programs

to copy and distribute the Redistributables royalty-free, provided you comply with

these terms:

  - You agree to the terms of the EULA and must require distributors and external

    end users to agree to terms that protect the Redistributables at least as much

    as the EULA and their sublicense rights to the Redistributables are conditioned

    upon compliance with such limitations.

  - You must display your valid copyright notice on your programs.

  - You must indemnify, defend, and hold harmless ProgramPartner from any liabilities

    or claims, including attorneys’ fees, arising out of or related to the distribution

    or use of your programs and Redistributables.

  - You are solely responsible to your End Users and ProgramPartner provides no warranty

    at all to any person, other than the limited warranty provided to you the original

    purchaser of the software, as set forth herein, and you will be solely responsible

    to your End Users (or anyone else who uses or acquires your solutions or work) for

    support, service, upgrades, or technical or other assistance (including with respect

    to any Redistributables included therein), and such persons will have no right to

    contact ProgramPartner for any services or assistance.

  - You may not alter any copyright, trademark or patent notice in the Redistributables.

  - You may not use ProgramPartner’s trademarks in any names or in a way that suggests

    your programs come from or are endorsed by ProgramPartner.

  - You may not include Redistributables in malicious, deceptive or unlawful programs.

  - You may not modify or distribute Redistributables in a way so that any part of it

    becomes, or could be interpreted or asserted to be, subject to an Excluded License.

    An Excluded License is one that requires, as a condition of use, modification or

    distribution, that the code be disclosed or distributed in source code form or

    others have the right to modify it.


You may make one backup copy of the software. You may use it only to reinstall the software.


Except as expressly authorized for the Redistributables by the EULA, you must only make

the software and licenses available for use on systems controlled by you in such a way that

you can guarantee compliance with the terms of the EULA, and you assume all responsibility

for any and all use of the software and shall permit only authorized users, who possess

rightfully obtained licenses, to use the software. Except as expressly authorized by the

EULA, you shall not make available the software or any licenses to any third party, or use

the software or any licenses for any purpose other than exercising rights expressly granted

to you. You agree to cooperate with and assist ProgramPartner in identifying and preventing

any unauthorized use, copying, or disclosure of the software or any portion thereof.


You agree that upon request from ProgramPartner or its authorized representative you will

within thirty (30) days fully document and certify that use of the software at the time of

the request is in conformity with your valid licenses from ProgramPartner. During the term

of this agreement and for two (2) years after termination of this agreement, ProgramPartner

may audit, upon written notice to you, your books, records, and computing devices to determine

your compliance with this agreement and your payment of the applicable license fees, if any,

for the software. In the event that any such audit reveals an underpayment by you of more

than five percent (5%) of the license fees due to ProgramPartner in the period being audited,

or that you have breached any term of this agreement, then, in addition to any other rights

and remedies ProgramPartner may have, you will promptly pay to ProgramPartner any underpayments

plus the cost of the audit.


You acknowledge that ProgramPartner has no express or implied obligation to announce or make

available any updates, enhancements, modifications, revisions, or additions to the software

and that the EULA does not give you any rights in or to any of the foregoing other than the

limited access to available updates, if any exist, in accordance with the terms for the

UpdatePeriod of a registered LicenseID. ProgramPartner may offer support and/or maintenance

services separately.


ProgramPartner has the right not to release or to discontinue the manufacture and development

of any part of the software and to alter prices, features, specifications, capabilities,

functions, licensing terms, release dates, general availability or other characteristics

of any future releases of the software in its sole discretion at any time, including the

distribution of older software versions. Anything supplemental to the software (including

without limitation new releases, error corrections, updates, upgrades or other modifications

to the software) that ProgramPartner provides to you, which are not expressly provided subject

to a separate agreement between you and ProgramPartner, are considered part of the software

and are subject to the terms and conditions of the EULA.


You agree that ProgramPartner may use your name and trademarks in promotional materials and

for publicity purposes unless you explicitly opt-out by writing to ProgramPartner.


If you submit any ideas, feedback, suggestions, materials, information, opinions, or other input

to ProgramPartner ("Feedback"), regardless of any accompanying communication, ProgramPartner

has no obligation to review, consider, or implement your Feedback, and all such submissions

are made on a non-confidential basis and grants to ProgramPartner an unconditional and unlimited

right to use, reproduce, modify, distribute and disclose such Feedback without any compensation

or attribution, and you waive and agree not to assert any rights in any form you may have in

the Feedback.


You may not use (or allow others to use) the software in connection with any application

requiring fail-safe performance such as the operation of weapons control systems, nuclear

power facilities, air traffic control, navigation systems, life support systems, or any

other system whose failure could lead to injury, death, environmental damage or mass

destruction. You agree that ProgramPartner will have no liability of any nature, and

you are solely responsible, for any expense, loss, injury or damage incurred as a result

of such use of the software.


You represent and warrant that (i) you are not located in a country that is subject to an

embargo by the European Union ("EU") or the United States ("U.S."), or that has been

designated by the EU or U.S. as a "terrorist supporting" country, and (ii) you are not

listed on an EU or U.S. list of prohibited or restricted parties, and (iii) you will not

export, re-export, import, sell or transfer the software except as authorized by the laws

and regulations of the EU and U.S., and (iv) you will not use the software for any purposes

prohibited by the EU or U.S. law including, without limitation, the development, design,

manufacture or production of nuclear missiles or chemical or biological weapons, and (v) you

shall be solely responsible for compliance with all applicable laws, rules, and regulations

of the jurisdiction in which you obtained the software.


You acknowledge that the software can be tested in detail for an extensive period of time

with an evaluation license before you make a purchase. The software and LicenseID provided

for this evaluation is delivered "as is, where is", and ProgramPartner specifically disclaims

any and all warranties of any kind including warranties of merchantability and fitness for a

particular purpose. ProgramPartner does not warrant that the software will operate without

interruption or be error free.


ProgramPartner warrants that for a period of sixty (60) days starting at the RegDate of a

LicenseID (the "WarrantyPeriod"), under normal use, the LicenseID and the most recent version

of the software applicable for the LicenseID will perform substantially in conformance with

the specifications contained in the accompanying software documentation. You must notify

ProgramPartner during the WarrantyPeriod of any alleged breach of the warranty. If this warranty

is breached during the WarrantyPeriod, ProgramPartner has the option to either (i) repair or

replace the licensed software or LicenseID within a reasonable period of time, or (ii) refund

the fee paid for that license which terminates the EULA. ProgramPartner does not warrant that

the software will operate without interruption or be error free, and this warranty shall not

apply, if the software is not used in accordance with the applicable documentation, or the

software is used with malfunctioning equipment, or you have made modifications to the software

not expressly authorized by the EULA. No oral or written information or advice given by an

employee or representative of ProgramPartner shall create a warranty, and any written

representation, warranty or condition not expressly contained in this EULA shall not be

enforceable. THIS SECTION CONTAINS YOURS EXCLUSIVE REMEDY AND PROGRAMPARTNER'S SOLE LIABILITY

FOR BREACH OF THIS WARRANTY. EXCEPT FOR THIS WARRANTY, THE SOFTWARE IS PROVIDED TO YOU ON AN

‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. PROGRAMPARTNER HEREBY

EXPRESSLY DISCLAIMS AND EXCLUDES ON BEHALF OF ITSELF AND ITS LICENSORS ALL WARRANTIES AND

CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE,

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY,

FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, TITLE, AND NON-INFRINGEMENT OF THIRD

PARTY RIGHTS, TO THE FULLEST EXTENT AUTHORIZED BY LAW. PROGRAMPARTNER DOES NOT WARRANT THAT

THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED,

TIMELY, SECURE, OR ERROR FREE, OR THAT ANY INFORMATION HANDLED THROUGH THE SOFTWARE WILL NOT

BE LOST, CORRUPTED OR DESTROYED, OR THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED

OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH FUTURE VERSIONS OF THE SOFTWARE. YOU ASSUME FULL

RESPONSIBILITY AND SHALL BEAR THE ENTIRE RISK FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR

INTENDED RESULTS AND FOR THE RESULTS, QUALITY AND PERFORMANCE OBTAINED FROM YOUR USE OF THE

SOFTWARE.


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROGRAMPARTNER BE LIABLE

FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES

WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS

OF USE OR DATA, LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION,

FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH

OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER)

ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE

PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH

ANY PROVISION OF THIS LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE),

STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, HOWEVER CAUSED, REGARDLESS OF

THE THEORY OF LIABILITY, EVEN IF PROGRAMPARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, YOU CAN RECOVER FROM PROGRAMPARTNER

AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00.  YOU CANNOT RECOVER ANY OTHER DAMAGES,

INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. THIS LIMITATION

APPLIES TO ANYTHING RELATED TO THE SOFTWARE, SERVICE, THIRD PARTY CONTENT AND TO ANY CLAIMS FOR

BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT

EVEN IF PROGRAMPARTNER KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.


IN NO EVENT WILL PROGRAMPARTNER'S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO YOU FOR ANY AND

ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY

YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE

FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.


You will, at your own expense, indemnify and hold ProgramPartner, and all officers, directors,

and employees thereof, harmless from and against any and all claims, actions, liabilities,

losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys' fees

(collectively, "Claims"), arising out of any use of the software by you, any party related to

you, or any party acting upon your authorization in a manner that is not expressly authorized

by the EULA.


The EULA will be governed by and interpreted in accordance with the laws of Denmark. The

exclusive jurisdiction and venue to adjudicate any dispute arising out of the EULA shall

be of the courts of Denmark, and you hereby consent to the jurisdiction and venue of such

courts and waive any objections to the jurisdiction or venue of such courts.


The United Nations Convention on Contracts for the International Sale of Goods will not apply.


You may not assign or transfer the EULA or any rights granted hereunder, by operation of law

or otherwise, without ProgramPartner's prior written consent, and any attempt by you to do

so, without such consent, will be void.


All notices or approvals required or permitted under the EULA will be in writing and delivered

by confirmed facsimile transmission, by overnight delivery services, or by certified mail,

and in each instance will be deemed given upon receipt. All notices or approvals will be sent

to the addresses set forth in the registered LicenseID or applicable ordering or invoice

documents or to such other address as may be specified by either party to the other in

accordance with this section.


Neither party will be responsible for any failure or delay in its performance under the EULA

(except for any payment obligations) due to causes beyond its reasonable control, including,

but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor,

energy or supplies, war, terrorism, riot, or acts of God.


The failure by either party to enforce any provision of the EULA will not constitute a waiver

of future enforcement of that or any other provision.


The failure of either party to enforce any rights granted hereunder or to take action against

the other party in the event of any breach hereunder shall not be deemed a waiver by that party

as to subsequent enforcement of rights or subsequent actions in the event of future breaches.


Should any provision of the EULA be determined by a court of competent jurisdiction, under

present or future laws, to be invalid, ineffective, or unenforceable, that provision of the

EULA will be enforced to the maximum extent legally permissible and the remainder of the

provisions shall remain in full force and effect and shall in no way be affected, impaired

or invalidated.


Without prejudice to any other rights, the EULA will terminate automatically without notice

to you if you breach or fail to comply with any of the limitations or other requirements

described herein, including the payment of any applicable fees.


You may terminate the EULA at any time by providing written notice to ProgramPartner of your

decision to terminate the EULA.


Upon any termination of the EULA for any reason, you agree (i) to cease using the software

in any form including without limitations all versions of any releases, upgrades, updates,

enhancements, modifications, revisions, or additions to the software and (ii) to waiver all

rights you may have been granted to use the software and to any licenses related to the

software and (iii) to uninstall, remove and destroy the software, all copies thereof, and

all materials obtained or related in any way to the software as defined by the EULA. These

provisions (i), (ii) and (iii) constitutes the "StopProvisions" of the EULA.


You agree that upon any termination of the EULA for any reason, all provisions of the EULA

shall survive in accordance with their respective terms, but for any provision that conflicts

with the StopProvisions, the StopProvisions have the highest priority and shall be enforced

to the maximum extent legally permissible.


This EULA represents the complete agreement concerning the software (including any updates,

supplements, Internet-based services, and support services for this software, unless other

terms explicitly accompany and apply to those) between the parties and supersedes all prior

agreements, proposals, understandings and representations, oral and written, between them.