END-USER LICENSE AGREEMENT FOR VVI SOFTWARE

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and VVI Corporation (VVI) for the VVI software product(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the SOFTWARE PRODUCT. If the SOFTWARE PRODUCT was purchased by you, you may return it unopened to your place of purchase for a full refund.

The enclosed copy of the SOFTWARE PRODUCT is never sold. It is licensed by VVI to the original customer for his or her use only under the terms of this license agreement which follows:

- 1. SCOPE OF LICENSE

  - This Agreement governs the use of the SOFTWARE PRODUCT and user documentation in printed and electronic forms (the "SOFTWARE PRODUCT"). The SOFTWARE PRODUCT also includes, and this Agreement also governs, later releases, IF ANY, of the SOFTWARE PRODUCT which VVI distributes without additional charge to licensees of your release of the SOFTWARE PRODUCT.

- 2. RESTRICTED USE

  - STUDENT USE: If you licensed the SOFTWARE PRODUCT for student use you represent to VVI that you are a current member of an accredited educational institution's student body. ("Student User"). Student Users are licensed to use the SOFTWARE PRODUCT in accordance with this Agreement, and solely for the purposes directly related to satisfying the requirements of degree-granting programs ("Student Purposes"). Student Use is use of the SOFTWARE PRODUCT by Student Users and for Student Purposes only. Any use of the SOFTWARE PRODUCT for other than Student Use is expressly prohibited.

  - DEMONSTRATION USE: If you licensed the SOFTWARE PRODUCT for demonstration use then you may only use the SOFTWARE PRODUCT for Demonstration Purposes. Demonstration Purposes shall mean use of the SOFTWARE PRODUCT for the sole limited purpose of verify that the SOFTWARE PRODUCT performs in accordance with manufacture's representations as documented in the SOFTWARE PRODUCT online manuals. Demonstration Purposes shall not mean use for commercial, official university, government laboratory purposes, or any use other than Demonstration Purposes.

  THIS LICENSE WILL TERMINATE AUTOMATICALLY if you fail to comply with the terms and conditions set forth above if such terms are applicable to you.

- 3. LICENSEE's RIGHTS

  YOU MAY:

  - A. Install and use the SOFTWARE PRODUCT on any computer, as long as it is used only on one computer by one user at a time and in a way which is consistent with this Agreement. If several persons use this SOFTWARE PRODUCT at the same time, or if one person uses it on more than one computer, you must pay one license fee for each copy being used as designated in the Purchase Agreement between you and VVI. You may only use this SOFTWARE PRODUCT on a computer network, if authorized under the Purchase Agreement and if you pay one license fee for each computer and terminal connected to the network.

  - B. Copy the SOFTWARE PRODUCT for back-up purposes only. You may make one (1) copy of the SOFTWARE PRODUCT for back-up purposes. All copies must contain the copyright notice contained in the original copy of the SOFTWARE PRODUCT.

  - C. Transfer of the SOFTWARE PRODUCT to another person or legal entity by any means, including but not limited to assumability, is expressly prohibited.

  - D. Terminate this license by destroying the original and all copies of the SOFTWARE PRODUCT in whatever form.

- 4. PROHIBITED ACTIVITIES

  YOU MAY NOT:

  - A. Loan, rent, lease, give, sublicense or otherwise transfer the SOFTWARE PRODUCT (or any copy), in whole or in part, to any other person.

  - B. Copy or translate the User Manual included with the SOFTWARE PRODUCT.

  - C. Copy, alter, translate, decompile, or reverse engineer the SOFTWARE PRODUCT, including but not limited to, modify the SOFTWARE PRODUCT to make it operate on non-compatible hardware.

  - D. Remove, alter or cause not to be displayed, any copyright notices or startup messages contained in the SOFTWARE PRODUCT or documentation.

  THIS LICENSE WILL TERMINATE AUTOMATICALLY if you fail to comply with the terms and conditions set forth above.

- 5. OWNERSHIP

  - SOFTWARE PRODUCT contains software proprietary to VVI. As a licensee, you own the media on which the SOFTWARE PRODUCT is originally or subsequently recorded, but VVI retains title and ownership to the SOFTWARE PRODUCT recorded on the media and all copyright and other intellectual property rights therein. This license is not a sale of the SOFTWARE PRODUCT or any copy.

  - Operations, features and methodologies of graph and data-oriented graphics by user interface oriented creation, manipulation and editing such as by or in relation with, but not exclusive to, a general purpose drawing system, application or software in any combination of the aforementioned is a trademark and tradedress of VVI with all rights reserved in the United States and all international locations.

- 6. WARRANTY

  - VVI warrants, to you personally, for a period of ninety (90) days from the date of the Purchase Agreement for SOFTWARE PRODUCT subject to this License Agreement (the "Warranty Period"), that the media containing the SOFTWARE PRODUCT shall be free from defects in material and workmanship under normal use. VVI further warrants, for the Warranty Period, that the SOFTWARE PRODUCT shall operate substantially in accordance with the functional specifications in the accompanying documentation if properly used on a machine for which it was designed. If during the Warranty Period a defect in the SOFTWARE PRODUCT or media appears, you may return the SOFTWARE PRODUCT to your place of purchase for either, at the election of VVI, replacement or refund of the amounts paid by you for the license of the SOFTWARE PRODUCT. You agree that the foregoing constitutes your sole and exclusive remedy for breach by VVI of any warranties made under this Agreement.

- 7. DISCLAIMER

  - Because it is impossible for VVI to know the purposes for which you acquired this SOFTWARE PRODUCT or the uses to which you will put this SOFTWARE PRODUCT, you assume full responsibility for the selection of the SOFTWARE PRODUCT, and for its installation and use and the results of that use.

  - EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6 ABOVE, YOU AGREE THAT THE SOFTWARE PRODUCT IS FURNISHED ON AN "AS-IS" BASIS. NEITHER VVI NOR ANY THIRD PARTY SUPPLIER MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SOFTWARE PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THE UNITED KINGDOM THE ABOVE DISCLAIMER OF WARRANTIES DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER. NEITHER VVI NOR ANY THIRD PARTY SUPPLIER WARRANTS THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT IT WILL OPERATE IN THE COMBINATIONS WHICH YOU MAY SELECT, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. NEITHER VVI NOR ANY THIRD PARTY SUPPLIER ASSUMES ANY LIABILITY REGARDING USE OF, OR ANY DEFECT IN, THE SOFTWARE PRODUCT.

  - VVI is not responsible for problems caused by changes in the operating characteristics of the hardware or operating system software you are using which are made after the release date of this version of the SOFTWARE PRODUCT, nor for problems in the interaction of the SOFTWARE PRODUCT.

- 8. LIMITATION OF LIABILITY

  - IN NO EVENT SHALL VVI OR THIRD PARTY SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

- 9. EXPORT

  - You agree not to export or re-export the SOFTWARE PRODUCT, or any portion thereof, without the appropriate United States or foreign government licenses.

- 10. SEVERABILITY

  - If any portion of this Agreement is held invalid or unenforceable for any reason, such invalidity shall not affect the validity of the remaining provisions of this Agreement, and the parties will substitute for the invalid provisions a valid provision which most closely approximates the intent and economic effect of the valid provision.

- 11. TERMINATION

  - This Agreement shall be effective until terminated by Licensor. Any failure by you to comply with any of the provisions of this Agreement will be a material breach of this Agreement and entitle VVI to terminate this Agreement immediately. Upon termination, you are to immediately stop all use of the SOFTWARE PRODUCT and to return to VVI or erase all copies of the SOFTWARE PRODUCT in any form (including copies contained in any mass storage device).

- 12. ENTIRE AGREEMENT

  - This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties, whether written or oral, with respect hereto. No modification to this Agreement shall be of any force or effect unless made in writing signed by each party.

- 13. APPLICABLE LAW; JURISDICTION; VENUE

  - This Agreement shall be governed and construed in accordance with the laws of the State of Pennsylvania. The parties agree that Centre County in the State of Pennsylvania shall be the proper venue for any action brought under the Agreement whether in state or federal court. You consent to the personal jurisdiction of such courts.

- 14. U. S. GOVERNMENT END USERS

  - If the SOFTWARE PRODUCT is acquired by or on behalf of a unit or agency of the United States Government, the following provisions apply. The documentation and Software licensed under this Agreement is provided with RESTRICTED RIGHTS and constitute restricted computer software, under the Federal Acquisition Regulations, as set forth below. The SOFTWARE PRODUCT: (a) is existing computer software and, was developed at private expense, (b) is a trade secret of VVI for all purposes of the Freedom of Information Act, (c) is "commercial computer software" subject to limited utilization as expressly stated in this Agreement or as provided in the contract between the vendor and the government entity, (d) in all respects is proprietary data belonging solely to VVI and (e) is unpublished and all rights are reserved under the copyright laws of the United States.

  - The SOFTWARE PRODUCT is licensed only with "Restricted Rights" and use, reproduction or disclosure is subject to restrictions set forth in Alternate III(g)(3) of the Rights in Data - General Clause at 52.227-14 (June 1987) and subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at 52.227-19 (June 1987) of the Federal Acquisition Regulations and their respective successors. For units of the Department of Defense (DoD), this SOFTWARE PRODUCT is licensed only with "Restricted Rights" and use, duplication, or disclosure is subject to restrictions as set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013 (June 1988) of the DoD Supplement to the Federal Acquisition Regulations and its successors.

  - Contractor/manufacturer is VVI, INC., 311 Adams Avenue, State College, Pennsylvania 16803.

EULA - 12.11.3 - 1/1/2021