Software End-User License Agreement

This Software End-User License Agreement (the “EULA”) is an agreement between You and LEC, INC. or its affiliates (collectively “LEC”) and governs Your use of the Software. “You” and “Your” means the individual or legal entity licensing the Software under this EULA. “Use” or “Using” means to install, activate, access or otherwise use the Software. “Project” means any materials, components, finished products, labor, engineering, programming and other services provided to You by LEC. “Software” means any software, data, source code and/or programming instructions necessary to operate the physical components (or any of them) comprising or contained in the Project. “Documentation” means any technical manuals, training materials, specifications or other documentation applicable to the Software and made available to You by LEC. By Using the Software, You agree to be bound by the terms of the EULA. If You are entering into this EULA on behalf of an entity, You expressly represent that You have authority to legally bind that entity. Subject to payment of the all charges, fees and amounts applicable to the Project and in compliance with this EULA, LEC grants You a limited, non-exclusive, non-sublicensable and non-transferable right and license to Use the Software and the Documentation solely for Your internal operations in connection with the Project. LEC retains ownership of all intellectual property rights in and to the Software, including copies, improvements, enhancements, derivative works and modifications thereof. Your rights to Use the Software are limited to those expressly granted by this EULA. No other rights with respect to the Software or any related intellectual property rights are granted or implied. If the Software is licensed for a specified term, Your license is valid solely for the applicable term. Your right to Use the Software begins on the date the Software is made available or installed and continues until the end of any specified term, unless otherwise terminated in accordance with this EULA. You expressly acknowledge and agree that the Software, its structure, organization, source code and Documentation are the property and constitute valuable trade secrets of LEC, and shall at all times be considered separate and severable from any physical devices contained in the Project now or in the future, notwithstanding the fact that such physical devices, or any of them, may require the Software to function. Any and all derivative works to the Software which are created pursuant to this License and/or any other agreement between You and LEC shall constitute the property of LEC, and You shall have the same rights and licenses to such derivative works as You have in and to the Software. You will not or allow a third party to All rights in and to the Software not expressly granted to You under this EULA are reserved to LEC. You shall use the Software only on the components contained in the Project, and any use of the Software on any other component or system shall constitute a material breach of this EULA, whereupon the license granted to You hereunder shall immediately terminate. Further, the license granted under this EULA shall automatically terminate at the earlier of either the removal of the Project from service or upon Your failure to pay any obligation to LEC as and when due. Upon termination of this EULA for any reason, any amounts owed to LEC hereunder and/or any other agreement between You and LEC shall be immediately due and payable, all rights and licenses granted to You hereunder shall immediately cease to exist, whereupon You must promptly discontinue all use of the Software and erase all copies of the Software from Your system(s). LEC warrants that the Software will substantially conform to the specifications of the Project for a period of twelve (12) months subsequent to the date You first Use the Software. This warranty does not apply if the Software or any other equipment in the Project upon which the Software is authorized to be used: Except as expressly set forth herein, LEC provides the Software “as is” and expressly disclaims all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, non-infringement, or that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack. In no event will LEC be liable for the following, regardless of the theory of liability or whether arising out of the use or inability to use the Software or otherwise: All liability of LEC, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to You, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed the license fees paid by You to LEC for the Software that gave rise to the claim. This limitation of liability for Software is cumulative and not per incident. Nothing in this EULA shall limit or exclude any liability that cannot be limited or excluded under applicable law. In cases where the U.S. Government is the end-user, the Software and Documentation are “commercial items,” as defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Federal Acquisition Regulation Supplement (“DFAR”) 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this EULA may be incorporated, U.S. Government end-users will acquire the Software and Documentation with only those rights set forth in this EULA. Any license provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government. The Software is subject to local and extraterritorial export control laws and regulations. You and LEC will each comply with such laws and regulations governing use, export, re-export, and transfer of Software, products and technology and will obtain all required local and extraterritorial authorizations, permits or licenses. You and LEC expressly disclaim the application of the UN Convention on Contracts for the International Sale of Goods. In addition, no person who is not a party to the EULA shall be entitled to enforce or take the benefit of any of its terms under the Contracts (Rights of Third Parties) Act 1999. If any portion of this EULA is found to be void or unenforceable, the remaining provisions of the EULA shall remain in full force and effect. Except as expressly stated or as expressly amended in a signed agreement, the EULA constitutes the entire agreement between You and LEC with respect to the license of the Software and supersedes any conflicting or additional terms contained in any purchase order or elsewhere. You and LEC expressly agree that it is their intention and covenant that (1) this EULA, any performance under this EULA, and all suits and proceedings arising out of, related to, in connection with or by reason of this EULA, be construed in accordance with, and under and pursuant to, the laws of the State of Mississippi, to the exclusion of the law of any other forum; (2) unless expressly waived by LEC, the exclusive jurisdiction and venue of any legal action with respect to the subject matter of this EULA shall be the appropriate Court for the County of Rankin, State of Mississippi; and (3) each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such legal action. If it becomes necessary for any party to undertake any litigation or to employ an attorney to assist such party in pursuit of or protection of its rights under this License, the non-prevailing party shall be obligated to reimburse the prevailing party for such fees and related costs and expenses, including reasonable attorney’s fees, whether incurred at trial, on appeal, or otherwise. This EULA shall not be amended or modified, and none of the provisions hereof shall be waived, except in a writing signed on behalf of the parties hereto or, in the case of a waiver, on behalf of the party making the waiver. All the terms and conditions of this EULA shall be binding upon the successors and assigns of the parties hereto. No waiver of any provision of this EULA shall be implied by any failure of either party to enforce any remedy upon the violation of such provision, even if such violation is continued or repeated subsequently. The parties agree that the English version of the EULA will govern in the event of a conflict between it and any version translated into another language.