PRODUCT -- ROI Wiz Version 1 for SQL Server

COMPUTER/DOMAIN NUMBER -- Installation on one (1) computer, one (1) domain.

ADMINISTRATIVE ACCOUNTS -- One (1) Administrator.

End-user license agreement for AdComplete software

IMPORTANT-READ CAREFULLY: This AdComplete End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and AdComplete.com, LLC ("AdComplete") for the AdComplete software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (collectively, "SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENSE

Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold.  The SOFTWARE PRODUCT is owned and copyrighted by AdComplete and its third party suppliers.  Your license confers no title or ownership in the Software and is not a sale of any rights in the Software.  AdComplete's third party suppliers may protect their rights in the event of any violation of these License Terms.

INTRODUCTION. The SOFTWARE PRODUCT is comprised of the following components: (i) the core file components, (ii) AdComplete Database Scripts, (iii) AdComplete Database Schema, (iv) AdComplete Database Stored Procedures, (v) AdComplete Image Files, (vi) AdComplete Documentation, (vii) AdComplete "Online" Documentation and if applicable (viii) StarterPic Image Files.  This EULA will only be provided in English. English shall be deemed the language that controls the terms of this EULA.

This EULA describes your rights with respect to the SOFTWARE PRODUCT and its components.  The following terms govern your use of the specified SOFTWARE PRODUCT unless you have a separate written agreement with AdComplete.

1. GRANT OF LICENSE. This EULA grants you the following rights:

* Standard Use. You may install and use one (1) copy of the SOFTWARE PRODUCT on a single computer and on a single Internet Domain.  The number of Users and Subscribers allowed appears at the beginning of this EULA, if applicable.  The number of Administrative Accounts allowed appears at the beginning of this EULA, if applicable.  You must disclose and reveal to AdComplete the Internet Domain on which the SOFTWARE PRODUCT will be installed and used.  "Use" means storing, loading, installing, executing or displaying the SOFTWARE PRODUCT.

* Modification Use. AdComplete grants you a non-exclusive, limited license, subject to the modification requirements below, to modify the SOFTWARE PRODUCT.  The modified SOFTWARE PRODUCT shall not be made available for sale, resale, trade, distribution or publication under any circumstances.  AdComplete will not offer technical support for the modified SOFTWARE PRODUCT.  AdComplete will not offer upgrades for the modified SOFTWARE PRODUCT.

* Modification Use Requirements.

Software Product. If you exercise the modification rights described above, you agree to: (a) only exercise the modification rights described above on the SOFTWARE PRODUCT installed on the Internet Domain registered with AdComplete for use of the SOFTWARE PRODUCT; (b) limit the modified SOFTWARE PRODUCT to the same parameters (number of Users, number of Subscribers, number of Administrative Accounts) specified in this license agreement; (c) not use AdComplete's name, logo, or trademarks to identify the modified SOFTWARE PRODUCT on the web site without AdComplete's written permission; (d) reproduce and maintain all AdComplete copyright notices in the original SOFTWARE PRODUCT on all adaptations; (e) indemnify, hold harmless, and defend AdComplete and its suppliers from and against any claims or lawsuits, including attorneys’ fees and arbitration related fees, that arise or result from use of the modified SOFTWARE PRODUCT; (f) not disable any licensing control features of the SOFTWARE PRODUCT; and (g) not modify, in any way, the Compiled Code files (files with “.exe”, “.dll”, and “.chm” extensions) included as part of the SOFTWARE PRODUCT.

Image Files.  All Image Files included with the SOFTWARE PRODUCT may only be used as part of the SOFTWARE PRODUCT.  If you use any of the Image Files included with the SOFTWARE PRODUCT, you agree to: (a) not use the Image Files to disparage AdComplete, its suppliers, its products, its services or for promotional goods or for products which, in AdComplete's sole judgment, may diminish or otherwise damage AdComplete's goodwill in the SOFTWARE PRODUCT including but not limited to uses which could be deemed under applicable law to be obscene or pornographic, uses which are excessively violent, unlawful, or which purpose is to encourage unlawful activities; (b) not use the Image files to imply AdComplete's or its suppliers' sponsorship, endorsement or approval of your SOFTWARE PRODUCT modification, service or content provided on your Internet site; (c) not alter the Image Files in any way; and (d) not combine the Image Files with any other object, including, but not limited to, other logos, words, graphics, photos, slogans, numbers, design features or symbols.

Compiled Code.  Compiled Code files (files with “.exe”, “.dll”, and “.chm” extensions) included with the SOFTWARE PRODUCT may only be used as part of the SOFTWARE PRODUCT and may only be used in a manner consistent with the documentation provided with the SOFTWARE PRODUCT.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

* Support Services.  AdComplete may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the AdComplete policies and programs described on AdComplete's "online" documentation and AdComplete's web site. Any supplemental software code or alteration in database schema provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to AdComplete as part of the Support Services, AdComplete may use such information for its business purposes, including for product support and development. AdComplete will not utilize such technical information in a form that personally identifies you.

* Upgrades.  If this license agreement is identified as an upgrade, you must be an existing licensee under a license eligible for the upgrade in order to obtain any rights under this license agreement.  After upgrading to this license, your use rights under the license that formed the basis for your upgrade eligibility terminate.

* License Term Verification.  AdComplete reserves the right to browse all licensees' Internet Domains to verify compliance with this EULA.

* Confidential Information.  The term "Confidential Information" means any information or material, which is proprietary to AdComplete, whether or not owned or developed by AdComplete, which is not generally known other than by AdComplete, and which you have obtained through AdComplete.  Confidential Information includes without limitation: trade secrets, technical information, product design information, database scripts, database schema, source code and/or object code, copyrights and other intellectual property associated with the SOFTWARE PRODUCT.

* Protection of Confidential Information.  You understand and acknowledge that the Confidential Information associated with the SOFTWARE PRODUCT has been developed or obtained by AdComplete by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of AdComplete, which provides AdComplete with a significant competitive advantage, and needs to be protected from improper disclosure.  You agree to hold in confidence and to not disclose the Confidential Information to any person or entity, except those who are required to have access to the Confidential Information in order to perform their job duties in connection with the limited purposes of this agreement.

* Limitations on Reverse Engineering, Decompilation, and Disassembly.  You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

* Image Files.  All Image Files included with the SOFTWARE PRODUCT may only be used as part of the SOFTWARE PRODUCT.  AdComplete reserves the right to further restrict the use of StarterPic Image Files included with the SOFTWARE PRODUCT as AdComplete deems necessary to protect AdComplete's suppliers' title in and copyrights to the StarterPic Image Files included with the SOFTWARE PRODUCT.

* Rental, Leasing, Lending, and Commercial Hosting. You may not rent, lease or lend the SOFTWARE PRODUCT.  You may not provide commercial hosting services to third parties using the StarterPic Image Files included with the SOFTWARE PRODUCT.

* Software Transfer.  You may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity), and the recipient agrees to the terms of this EULA.

3. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY ADCOMPLETE.

4. TERMINATION. Without prejudice to any other rights, AdComplete may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

5. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, the accompanying "online" materials,  and any copies of the SOFTWARE PRODUCT are owned by AdComplete or its suppliers. Copyright laws and international treaty provisions protect the SOFTWARE PRODUCT. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material. You may not copy the printed or "online" materials accompanying the SOFTWARE PRODUCT.

6. U.S. GOVERNMENT RESTRICTED RIGHTS. All SOFTWARE PRODUCT and documentation provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

7. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE PRODUCT licensed hereunder is subject to the export control laws and regulations of the U.S.A., and any amendments thereof. You confirm that with respect to the SOFTWARE PRODUCT, you will not export or re-export it, directly or indirectly, to any countries that are subject to U.S.A. export restrictions. You further acknowledge that the SOFTWARE PRODUCT may include technical data subject to export and re-export restrictions imposed by U.S.A. law.

MISCELLANEOUS

If you acquired this product in the United States, the laws of the State of Florida govern this EULA.

If this product was acquired outside the United States, then local law may apply.

If you are interested in additional information on licensing or use of AdComplete software products, please visit the AdComplete Web site at http://www.AdComplete.com/. Should you have any questions concerning this EULA, or if you desire to contact AdComplete for any reason, please write: 

AdComplete License Information
4536 Grove Park Dr.
Tallahassee, FL  32311

LIMITED WARRANTY

NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADCOMPLETE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADCOMPLETE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ADCOMPLETE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.