Chart FX 8 End User License Agreement (EULA)
READ CAREFULLY BEFORE INSTALLING THE SOFTWARE.

By installing Chart FX 8 (hereinafter “the Software” or “Software”), you are accepting thefollowing License Agreement.
THIS AGREEMENT BETWEEN YOU AND SOFTWARE FX, INC. (“Licensor”), SHALL GOVERNYOUR RIGHTS TO USE THE SOFTWARE AND, IF APPLICABLE, DURING THE LICENSE TERM SETFORTH IN THE ASSOCIATED STUDIO FX SOFTWARE SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”). IF APPLICABLE, YOUR ACCEPTANCE TO THE TERMS AND CONDITIONSSET FORTH IN THE SUSBCRIPTION AGREEMENT ASSOCIATED TO THIS END USER LICENSEAGREEMENT (“EULA”) IS ALSO REQUIRED. IF YOU DO NOT AGREE TO THE TERMS OF THISEULA AND, IF APPLICABLE, TO THE SUBSCRIPTION AGREEMENT THEN DO NOT INSTALL THESOFTWARE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OROTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCHENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS“YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. PLEASE CONTACT USAT SALES@SOFTWAREFX.COM IF YOU HAVE ANY QUESTIONS ABOUT THIS EULA AND, IF APPLICABLE, ANY ASSOCIATED SUBSCRIPTION AGREEMENT(S). IN THE EVENT OF INCONSISTENCIES BETWEEN THIS EULA AND IT’S SUBSCRIPTION AGREEMENT, THE TERMS OF THE SUBSCRIPTION AGREEMENT SHALL CONTROL
1. GRANT OF LICENSE. Depending on what you purchased, the Software may contain (a) portions known as “Development Components” that provide development facilities in Visual Studio andother development tools and environments (b) “Production and/or Test Server Components” may beprovided to enable services on a computer called a server, and (c)”Redistributable Code” that allows
client computers or workstations where the Software is deployed to access or utilize the services
provided by the Software.
1.1. GRANT OF LICENSE FOR DEVELOPMENT COMPONENTS. This EULA grants to You one (1)license of the Software portions known as “Development Components” on a non-exclusive, per seatbasis and during the subscription term set forth in the Studio FX Support Subscription Account accompanying this EULA. “Development Components” shall expire upon the expiration of the current
License Term and that upon such expiration the “Development Components” may cease to operateor prompt an expiration warning unless and until another License is obtained from Licensor or theSubscription Agreement is renewed. Per-seat licenses are licenses that are counted by all the machines on which any “Development Components” will reside on, including for development, compilation and/or unattended build purposes. In some instances, “Development components” serialize theproduct’s license internally and automatically access the license from the calling executable to allow
a royalty-free distribution of applications. Additional license fees will apply if “Development Components” are used as part of a component or application (server or client) where a License String isrequired to properly serialize the license information.

1.2. GRANT OF LICENSE FOR PRODUCTION AND TEST SERVER COMPONENTS. This EULA
grants to You one (1) license of the Software portions known as “Production Server Components”
and/or one (1) license of the Software portions known as “Test Server Components” on a nonexclusive, per server basis and for a perpetual term. A Production or Test Server license may only
be used on one and the same server. “Test Server Components” must not be used as a separate
component in a production environment. For virtualized environments, the Software is licensed foruse on a single node (e.g. single virtual machine), a node-locked license. For example, You may not
duplicate the Software onto multiple nodes (e.g. multiple virtual machines) for purposes of scaling
applications. Please contact Licensor at sales@softwarefx.com for additional licensing information
on shared or dedicated elastic cloud servers as additional licensing fees may apply to You.
1.3. GRANT OF LICENSE FOR REDISTRIBUTABLE CODE. This EULA grants to You a non-exclusive, royalty-free license to distribute the Software portions identified as “Redistributable Code” inthe REDIST.TXT files of the Software provided that:(a) You must not permit further redistribution of the “Redistributable Code” by your end-user
customers;(b) You must not expose, document or make public the Software API (Application Programming
Interface);(c) Your product(s) and application(s) must add significant and primary functionality to theSoftware;(d) You do not wrap or distribute the Desktop Components in an application that can be used fordevelopment purposes on any tool, environment or container;(e) You do not use the “Redistributable Code” as part of a web server application or web based
solution even if the product license is serialized and accessed automatically from the calling
executable/deliverables;(f) You must not use Licensor’s name, logo, or trademarks to market your application;(g) You do not reverse engineer copy, duplicate or distribute the license schema that is needed touse the “redistributable Code” in a design, development or runtime environment.
(h) You agree to indemnify, hold harmless, and defend Licensor from and against any claims
or lawsuits, including attorney’s fees, that arise or result from the use or distribution of yourapplication;(i) You must comply with the terms of this EULA; and(j) You must agree that Licensor reserves all rights not expressly granted.
Notwithstanding subsection (a), above, you may permit further redistribution of the Redistributable
Code by your distributors and resellers to your end-user customers if your distributors only distribute
the Redistributable Code in conjunction with, and as part of, your Software product and You andyour distributors comply with all other terms of this EULA. Please consult a Licensor representative
if you are not sure if the portion you are utilizing qualifies for royalty free deployment and redistribution.
2. OEM REDISTRIBUTION LIMITATION. You may not distribute the Software, or any portions of

it, via OEM Distribution (as defined below) without entering into a separate OEM Distribution Agreement with Licensor. “OEM Distribution” means distribution and or use of the Software as either abundled add-on to, or embedded component of, another application with such application being
made available to its end user customers as, but not limited to, an on-premises application, a hosted
application, a Software-as-a-Service offering or a subscription service for which the distributor of theapplication receives a license fee or any form of direct or indirect compensation. You are excluded
from the foregoing restrictions in this paragraph if (a) You are using the “Redistributable Code” only
and in accordance with the terms of this EULA; (b) if You are using the Software solely for Your organization’s internal use in a single server or a single virtual node configuration or (c) if You are using
the Software for commercial or production purposes in a single server or a single virtual node configuration.
3. COPYRIGHT. The Software is owned by Software FX, Inc. and is protected by United States
copyright laws and international treaty provisions. Therefore, you must treat the Software like anyother copyrighted material (e.g. a book or a musical recording) except that you may either (a) makeone copy of the Software solely for backup or archival purposes; (b) transfer the Software to a single
hard disk provided you keep the original solely for backup or archival purposes or (d) you may store
or install a copy of the Software on a storage device, such as a network server, used only to installor run the Software on other computers over an internal network; however, you must acquire anddedicate a license of the Software for each separate computer on which the Software is installed or
run from the storage device. A license of the Software may not be shared or used concurrently on
different computers. You may not make multiples copies of the Software or the written materials accompanying the Software.
4. UPGRADES. If the Software is labeled as an upgrade, you must be properly licensed to use aproduct identified by Licensor as being eligible for the upgrade in order to use the Software. A Software labeled as an upgrade replaces and/or supplements the product that formed the basis for youreligibility for the upgrade. You may use the resulting upgrading product only in accordance with theterms of this EULA. If the Software is an upgrade of a component of a package of that you licensed
as a single product, the Software may be used and transferred only as part of that single package
and may not be separated for use in more than one computer.
5. NO OPEN SOURCE. Your right to the Software does not include any license, right, power orauthority to subject the Software in whole or in part to any of the terms of an Excluded License. An“Excluded License” means any “open source” or other license that require as a condition of use,
modification and/or distribution of software subject to the Excluded License, that such software orother software combined and/or distributed with such software be (a) disclosed or distributed insource code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at nocharge.
6. HIGH RISK ACTIVITIES. The Software is not fault tolerant and is not intended for use in high-risk
activities. You may not use the Software in the design, construction, operation or maintenance ofany nuclear facility or weapon of mass destruction, or for the purpose of aircraft navigation or control
or any other activity in which the failure of the Software could result in loss of human life, personal
injury or property damage.
7. SERVICES. There are no services provided under this EULA You are responsible for installing theSoftware on your computers as permitted under this EULA .
8. FEES. Prices are available upon request and are subject to change. Please consult Licensor orany of its authorized resellers as to current fees before placing an order. All license fees are nonrefundable and non-cancelable except as expressly provided in this EULA and do not include shipping, sales or use tax, withholding tax, excise tax, VAT or custom duties, all of which you are responsible for paying above and beyond the license fees due to Licensor or its authorized resellers.
9. ACTIVATION. During installation, an Internet connection is required on the machine where theSoftware is being installed. Only the serial number and a unique product ID provided by the installation program is sent to our servers. Alternatively, if necessary, this information could be submitted from another computer that is connected to the Internet. The information is encrypted using thestandard RSA Public/Private key methodology. For security reasons, we do not copy the private key
onto the client machine; instead it resides on our servers and thus the need for an Internet connection to obtain a code to complete the install of the Software. Our installation does not scan your hard
drive or gather any personal information from your computer; therefore, no privacy issues should beof concern to you. Customers are still encouraged to register the product using the traditional andvoluntary web site registration form. The installation process should be simple and unobtrusive for all
customers. Our goal is to prevent installation of serial numbers that have been obtained from fraudulent purchases, returned products, expired programs and other suspicious means.
10. MAINTENANCE/TECHNICAL SUPPORT. You may receive technical support services (“Technical Support”) for the Software, provided You subscribe to Licensor’s Subscription Agreement directly with Licensor or with any of its authorized resellers. Technical support will be provided online
using your Studio FX Support Subscription Account that will be issued at the time You subscribe.
The Subscription Term is 12 months, and support fees are due annually in advance and are nonrefundable and non-cancelable.
11. TERMINATION. This EULA is effective until terminated. This EULA, including without limitation your right to use and/or redistribute the Software, terminates immediately and without noticefrom Licensor if you fail to comply with any of its provisions. Upon termination you shall immediately
discontinue use of and destroy the Software and all copies or portions thereof, including any master
copy, and within ten (10) days certify in writing to Licensor that all copies have been destroyed. Your
payment obligations incurred prior to termination shall survive termination of this EULA.
12. LIMITED WARRANTY AND LIMITATION OF LIABILITY. Licensor warrants hat (i) the Software
will perform substantially in accordance with any accompanying documentation for a period ofninety (90) days from the date of receipt. Some states and jurisdictions do not allow limitations on
duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed
by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software
FX’s and its suppliers’ entire liability and your exclusive remedy shall be, at Software FX’s option,either (i) return of the price paid, if any, or (ii) repair or replacement of the Software that does notmeet Licensor’s limited warranty and which is returned to Licensor with a copy of your receipt. This
limited warranty is void if failure of the Software has resulted from accident, abuse, misapplication,abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software
will be warranted for the remainder of the original warranty period or thirty (30) days, whichever islonger. This limited warranty does not apply to Evaluation and/or Pre-release Software. No OtherWarranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THESOLE AND EXCLUSIVE REMEDIES FOR LICENSOR OR ITS SUPPLIER’S BREACH OF WARRANTY.
LICENSOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITEDWARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICA-BLE TO YOU IN YOUR JURISDICTION, LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES,CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE,COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS DISCLAIM ALLOTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOUSPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTIONTO STATE/JURISDICTION.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IFA REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERSBE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGESWHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESSPROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THEPROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULASHALL BE LIMITED TO THE AMOUNT ACTUALLY PAIDBY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow theexclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Licensor’s liability shall be limited to the greatest extent permitted by law and the limitations
or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer andlimited liability above are fundamental to this EULA between Licensor and You.
13. U.S. GOVERNMENT RIGHTS. The Software and accompanying documentation are deemed tobe “commercial computer software” and “commercial computer software documentation” as defined in FAR Section 12.212 and DFARS Section 227.7202, as applicable. Any use, modification,reproduction release, performance, display or disclosure of the Software and documentation by theU.S. Government shall be solely in accordance with the terms of this EULA.
14. COMPLIANCE WITH LAW. Each party agrees to comply with all applicable laws, rules, andregulations in connection with its activities under this EULA. Without limiting the foregoing, You acknowledge that the Software, including documentation and other technical data, is subject to export
controls imposed by the U.S. Export Administration Act of 1979, as amended (the “Act”), and theregulations promulgated thereunder and other applicable foreign export control laws. You shall notexport or re-export (directly or indirectly) the Software, Documentation or related technical data except in compliance with the Act and its implementing regulations or other applicable foreign exportcontrol laws.
15. JURISDICTION. This EULA is governed by the laws of the State of Florida, the U.S. Copyright
Act and other applicable U.S. federal laws. All disputes or legal proceedings relating to use of theSoftware or this EULA shall be brought and heard exclusively in the state or federal courts locatedin Palm Beach County or Dade County, Florida, and by installing and/or using any of the products
listed in this subscription, you hereby irrevocably consent and submit to personal jurisdiction in suchcourts for all such disputes or legal proceedings.