END USER SOFTWARE LICENSE AGREEMENT

IMPORTANT:  THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND FLAGSHIP INDUSTRIES.  READ IT CAREFULLY BEFORE USING THE SOFTWARE.  IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.  BY USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. 

1.	Ownership.  

This license gives you non-exclusive, limited license to use Ventrilo software.  The Ventrilo Programs are the proprietary property of Flagship Industries, Inc. ("Flagship") and are protected by Federal and state copyright laws.  Flagship retains the title to and ownership of the programs.  

2.	License grants.  

(a)  This license is for use on a single computer or data processor.

(b)  Copies of the software contained therein may be made for back-up or any personal use purpose, provided that you also reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the software and that any such copies are not used for illegal or unauthorized uses.

(c)  The product is to be used only for the purposes of providing scaleable voice over IP ("VoIP") communication systems.

3.	License limitations.

(a)  You may not sell, rent, sub-license, or otherwise make available to others the software or documentation or copies thereof except as expressly permitted in this license.

(b)  You may not reverse engineer, decompile, or disassemble the software. 

(c)  You may not rename, edit or create any derivative works from the software.

(d)  Using a key generator, hacking or breaking the program and/or data stream will result in prosecution, and any other legal remedy available to Flagship Industries.  

4.	Limitation of Liability.  

(a)  Flagship Industries shall not be responsible for hacked systems, security holes, or hacked or stolen registration keys.  Flagship Industries shall not be responsible for security breaches, or damage caused by intentional or unintentional programs or hacking.

(b)  You shall be responsible for keeping your registration code private. 

(c)  You are responsible for maintaining the security of your INI file.

(d)  FLAGSHIP INDUSTRIES DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT.  FLAGSHIP INDUSTRIES DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.  

NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU, UNLESS EXPRESSLY GRANTED HEREIN.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL FLAGSHIP, ITS SUPPLIERS OR RE-SELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATIONS, DAMAGES FOR LOSS OF BUSINESS, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THE PROVISIONS OF OR FAILURE TO PROVIDE SUPPORT SERVICES EVEN IF FLAGSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL FLAGSHIP BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT FLAGSHIP RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5.	U.S. Government Restricted Rights.  

Use, duplication or disclosure by the United States government is subject to restrictions as set forth in FAR 52.227-14 (June, 1987) Alternate III (g)(3) (June, 1987), FAR 52.227-19 (June, 1987) or DFARS 52.227-7013 (c)(1)(ii) (June, 1998) as applicable.  Contractor/manufacturer is Flagship Industries, Inc., P.O. Box 198, Maryville, IL  62062.

6.	Severability.

If any of the above provisions are held to be in violation of applicable law, void or unenforceable in any jurisdiction, such provisions are herewith waived or amended to the extent necessary for the license to be otherwise enforceable in such jurisdiction.  

7.	Breach of agreement.

It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee'' breach of any of the provisions of this Agreement may cause Flagship Industries irreparable damage, for which recovery of money damages would be inadequate, and that Flagship Industries will be entitled to seek timely injunctive relief to protect its rights under this Agreement in addition to any and all remedies available at law.


8.	General.

(a)  This Agreement shall be governed by the internal laws of the State of Illinois, without giving effect to principles of conflict of laws.  You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Madison County, Illinois, or the federal courts in the Southern District of Illinois to resolve any disputes arising under this Agreement.  In each case, this agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

(b)  This Agreement contains the complete agreement between the parties with respect to the subject matter herein, and supercedes all prior or contemporaneous agreements or understandings, whether oral or written.  

(c)  Failure or delay of Flagship Industries to exercise any of its rights under this Agreement, or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.

(d)  All questions concerning this Agreement shall be directed to Flagship Industries, Inc., P.O. Box 198, Maryville, IL 62062.



[END OF AGREEMENT]

