Software License Agreement for Visual Thought

PLEASE CAREFULLY READ THIS SOFTWARE LICENSE AGREEMENT BEFORE LOADING THE SOFTWARE ONTO YOUR COMPUTER. BY LOADING OR USING THE SOFTWARE YOU ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY RETURN THE ENTIRE PACKAGE TO CONFLUENT, INC. OR THE LOCATION FROM WHICH YOU OBTAINED IT FOR A FULL REFUND.

Definition

The term "Software" shall mean the computer programs and any related documentation and materials in this package, and any upgrades, copies, and modifications thereto.

Grant of License

Subject to the terms and conditions of this Agreement, Confluent hereby grants you a non-exclusive license to use the Software on a single-user, multi-user, or networked system. You may not run the Software more than once simultaneously. If you wish to run the Software more than once simultaneously, you must purchase an additional license for each simultaneous use.

Term and Termination

This license is effective until terminated. You may terminate it at any other time by destroying the Software and any copies. This license will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition. Upon such termination you agree to destroy the Software and any copies.

Proprietary Rights

You acknowledge that the Software is the sole and exclusive property of Confluent. By accepting this Agreement, you do not become the owner of the Software, but you do have the non-exclusive right to use the Software in accordance with this Agreement. You agree that the structure and organization of the Software constitute valuable trade secrets of Confluent, and you agree to hold such trade secrets in confidence. You agree to not, directly or indirectly, disassemble, decompile, reverse-engineer, make derivations of, translate, adapt, modify or alter, the Software, in whole or in part, or do any other act to ascertain the design, structure, and/or organization of the Software. You agree not to attempt to evade or break the protection mechanism of the Software.

Limited Warranty

Confluent warrants only (a) that the media on which the Software is furnished and protection mechanism will be free from defects in materials and workmanship under normal use for a period of 90 days from the date of delivery to you and (b) that the Software will operate substantially as described in the accompanying documentation during that 90 day period. YOU MUST, HOWEVER, ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE SOFTWARE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SOFTWARE. CONFLUENT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE PROGRAM IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. Should you discover a defect in the recording medium or protection mechanism or an error in the Software within the 90 day warranty period, then return the Software to the location from which you obtained it. Include a copy of your receipt or other proof that the 90 day warranty period has not expired. Confluent or the dealer from which you obtained the Software will refund the license fee. CONFLUENT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTY THAT THE SOFTWARE DOES NOT INFRINGE ON THIRD PARTY RIGHTS.

Limitation of Liability

You agree that Confluent's sole and entire liability, at Confluent's option, shall be limited to the replacement of the Software or a refund of the purchase price. IN NO EVENT SHALL CONFLUENT BE LIABLE FOR ANY INCIDENTAL, DIRECT OR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, GOOD WILL, OR LOSS OF USE) ARISING OUT OF OR WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS OR ARISING OUT OF THIS AGREEMENT OR FROM NEGLIGENCE, EVEN IF CONFLUENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Transferability

You may transfer or assign your rights under this Agreement to a third party ("Transferee"). At the time of the transfer, you must transfer all copies of the Software to the Transferee, destroying any copies not transferred. The Transferee must notify Confluent of the transfer in writing and must agree, in writing, to all terms and conditions of this Agreement before taking possession of the Software.

Export

You agree to promptly register this Agreement if the laws or regulations of any country in which the Software is used requires its registration for any purpose. You agree to comply with all applicable U.S. export controls.

Government

In the event the Federal Acquisition Regulations ("FAR") or DFARS is applicable to this Agreement, the Software is provided only with "Restricted Rights" as defined in §52.227-19 or §252.227-7013(c)(1)(ii), respectively, as applicable.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding (1) that body of law known as conflicts of law and (2) the U.N. Convention for Contracts for the International Sale of Goods. Any terms or conditions of this Agreement found to be unenforceable or illegal will be deleted, but will not affect the remaining terms and conditions of this Agreement.

General

Any amendment to this Agreement shall be in writing and signed by authorized representatives of each party. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CONFLUENT RELATING TO THE USE OF THE SOFTWARE.

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