﻿Visto End User License Agreement

By proceeding you are agreeing to be bound by all of the terms and conditions of this EULA.

VISTO CORPORATION (TOGETHER WITH ITS AFFILIATES, \"VISTO\") AGREES TO LICENSE CERTAIN OF ITS VISTO MOBILE(tm) SOFTWARE TO YOU ONLY IF YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS END USER LICENSE AGREEMENT (THIS \"EULA\"), WHICH SHALL BE DEFINITIVELY EVIDENCED BY ANY ONE OF THE FOLLOWING MEANS:  YOUR CLICKING THE ACCEPTANCE BUTTON; YOUR SIGNATURE ON A TANGIBLE COPY OF THIS LICENSE; YOUR INSTALLATION OF THE SOFTWARE; OR ANY USE OF THE SOFTWARE BY YOU.  IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT COPY, INSTALL OR USE THE SOFTWARE.

IMPORTANT:  IF YOU ARE A USER WHO RESIDES OUTSIDE THE UNITED STATES, YOU MAY BE SUBJECT TO ADDITIONAL LOCAL TERMS AND CONDITIONS WHICH YOU MUST REVIEW AT WWW.VISTO.COM/EULA. ACCEPTANCE OF THIS EULA INCLUDES ACCEPTANCE OF SUCH TERMS AND CONDITIONS.

A. Limited License: Subject to this EULA, you are granted a non-exclusive and non-transferable license (\"License\") to install and use the applicable components of the Visto Mobile(tm) Platform software that are generally made available to individual end users, in machine-readable form, together with accompanying documentation (including all copies thereof, the \"Software\"). No license is granted in the source code of the Software.

B. Visto Intellectual Property: The Software is protected by copyright laws, international copyright, patents, trade secrets and other intellectual property rights. As between you and Visto, Visto shall retain all right, title, interest, ownership and intellectual property rights in and to the Software. The License confers no title or ownership in the Software and is not a sale of any rights in the Software.  The License does not grant you any right to any enhancement or update to the Software.  Visto reserves any and all rights not expressly granted to you.

C. Restrictions: You will not remove or alter any copyright notice or any other notices that appear on the Software.  You shall not (and shall not allow any third party to):  (i) modify or create derivative works of any Software without the express written consent of Visto; (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Software (except to the extent that applicable law prohibits reverse engineering restrictions), (iii) provide, lease, lend, sublicense, use for timesharing or service bureau purposes or otherwise use or allow the use of the Software for the benefit of any third party (including by way of multiplexing or pooling) other than permitted by Visto in writing, (iv) disclose the results of any benchmark testing, technical results or other performance data relating to the Software without Visto's prior written consent or (v) use any Software, or allow the transfer, transmission, export, or re-export of any Software or portion thereof in violation of any export control laws or regulations, or in violation of any laws or regulations governing you or your business.  If you are an entity, you agree to be responsible for the compliance of each of your employees, contractors and agents with the terms and conditions hereof.  You agree to indemnify, hold harmless and defend Visto and its licensors from and against any claims or suits, including attorneys' fees and expenses, which arise or result from any illegal use of the Software by (or knowingly and actively assisted by) you.

D. No Warranties: VISTO DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE.  THE SOFTWARE IS PROVIDED \"AS IS\" AND VISTO DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, DESIGN OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR WARRANTIES CONCERNING THE NON INFRINGEMENT OF THIRD PARTY RIGHTS.  THE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS IN CONTRACTS WITH CONSUMERS AND THEREFORE THESE EXCLUSIONS MAY NOT APPLY TO YOU AND IN WHICH CASE THIS AGREEMENT DOES NOT AFFECT YOUR STATUTORY RIGHTS.

E. Liability Limitation: OTHER THAN LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM VISTO'S NEGLIGENCE, VISTO AND ITS LICENSORS SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY CLAIMS ARISING FROM OR RELATED TO USE OF THE SOFTWARE, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY  KIND, EVEN IF VISTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA.

F. Other Contracts:  You (or your employer on your behalf) may be a party to one or more contracts, purchase orders, agreements or understandings related to the provision of the Visto Mobile Platform and/or the Software, whether directly with Visto or with an authorized channel partner, distributor or reseller (collectively, the \"Additional Documentation\").  The Additional Documentation shall be read in conjunction with this EULA, provided that, in the event of any inconsistency or ambiguity, this EULA shall control.

G. Expiration/Termination: The License is effective until expired or terminated.  The License shall expire automatically upon the expiration of applicable Additional Documentation.  The License shall terminate immediately without notice from Visto if you fail to comply with any provision of this EULA or upon a breach of applicable Additional Documentation by you (including breach for nonpayment, if applicable). If you have obtained this License by virtue of your employment or other service relationship with an enterprise that is party to Additional Documentation, the License shall terminate automatically upon any breach by such enterprise of such Additional Documentation (including breach for nonpayment, if applicable) or upon your leaving employment or ceasing to provide service to such Enterprise.  You may terminate the License earlier at any time by destroying and/or returning to Visto all copies of the Software.  Upon any expiration or termination, you must return and/or destroy all copies of the Software.   The remaining terms and conditions of this EULA shall survive the termination or expiration of the License.

H. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California in the United States of America.  No third party is authorized to modify this agreement or to make any warranties, representations or promises which are different from those set forth in this agreement without express written permission from Visto.  If any of the provisions of this EULA are held to be in violation of applicable law, void, or unenforceable in any court of competent and appropriate jurisdiction, then such provisions are herewith waived to the extent necessary for this EULA to be otherwise enforceable in such jurisdiction.