End User License Agreement

END USER LICENSE AGREEMENT FOR
VBCONVERSIONS SOFTWARE
IMPORTANT-READ CAREFULLY

VBConversions LLC (“VBC”) is a California Limited Liability Company, located in Santa Monica, California. It is the author and owner of all rights in and to the computer program entitled VB.Net to C# Converter, all versions and updates thereof. This End-User License Agreement (“EULA”) formalizes the relationship between VBC, as Licensor and You, the individual Licensee.

For the purposes of this EULA, the term “The Software Product” includes both VB.Net to C# Converter and any of its associated documentation, applications or services, as well as any software updates, add-on components, web services and/or supplements that VBC may provide to You or make available in the future. To the extent that such items are not accompanied by a separate license agreement, the terms and conditions of this EULA shall govern.

The EULA is a legal agreement between You, a single individual, and VBC which sets forth the terms and conditions of Your use of the Software Product under the license being granted to You by VBC. You understand and agree that by clicking the “I agree” button—or by otherwise installing, copying, adapting, distributing, using or accessing the Software Product—you will be bound by these terms and conditions.

If You do not agree to the terms of this EULA, do not proceed further with the Software Product, other than what is necessary to uninstall/remove it from Your computer.

SOFTWARE PRODUCT LICENSE

The Software Product is protected by intellectual property laws and treaties. The Software Product is not freeware. It is licensed to You, not sold, for use subject to this EULA. Notwithstanding any license granted here, VBC retains all right and title to the Software Product and all associated intellectual property rights.

1. GRANT OF LICENSE.

This Section of the EULA describes the limited rights VBC is granting You to install, copy and implement the Software Product. The license rights described in this Section are granted subject to all other terms and conditions of this EULA.
If VBC discovers a licensee has acted in an unauthorized manner toward the Program, including any act occurring prior to issuance of the license or at any time thereafter, VBC reserves the right to cancel the license ab initio. An “unauthorized manner” is defined as violating any of the activities categorized within the license as prohibited for both the trial version and full version of the Program, including, but not limited to use of an unauthorized registration key to unlock the software.
a. Limited Trial License to Install and Use the Software Product for Evaluation Purposes

VBC grants You, an individual, a revocable, time-and-scope limited, non-transferable, non-exclusive license (the “Free License”) to install and use one instance of the Free Version of the Software Product on a single computer, device, workstation, terminal, or other digital electronic or analog device (“Device”) for the purpose of evaluating the functionality of the Software Product.

The Free License is effective from the time you initially activate the Software Product. During that period, the Software Product may be used to convert Visual Basic projects up to 2000 lines in length to C#. Free version use is strictly delineated by the extent allowed as stated above.

The Free License for the Software Product may not be shared, sold, assigned, transferred, re-licensed or sub-licensed. “Sharing” is defined as allowing another individual(s) to use the Program on your computer or another computer or device without the knowledge or consent of VBC. Since this Program is issued to you as an individual Licensee, sharing is not permitted. You represent and warrant that You as an employee are acting at all times within the scope of employment or as an agent with apparent authority and have the acknowledgement and agreement of your employer or principal that your activity is permitted. Your agreement to these terms and conditions will be treated as the agreement of that employer or other individual or entity. VBC is relying upon your representation where the Software Product assists or supports the business goals of your employer or other entity.

Your continued right to use the Software Product during the term of the Free License is expressly conditioned upon your adherence to the terms and conditions of this license and the limitations thereto. Any activity which exceeds the scope of the Free License will result in revocation of the Free License and may subject You to civil liability.

b. Full License to Install and Use the Software Product

In order to receive a license and make use of the Software Product in excess of the terms of the Free License, you must purchase or otherwise obtain an Authorized Registration Key from VBC or from a third-party order-processing company authorized by VBC to issue such keys. Once the Authorized Registration Key has been issued, the Software Product will be fully functional without the Free version limitations.

In exchange for your purchasing or otherwise legally obtaining an Authorized Registration Key as above, VBC grants You, an individual, a revocable, limited, non-transferable, non-exclusive license (the “Full License”) to install and use one instance of the Software Product on a single computer, device, workstation, terminal, or other digital electronic or analog device (“Device”) for the purpose of employing the Software Product on an ongoing basis.

This Full License is effective from the time you purchase or otherwise legally obtain an Authorized Registration Key as above, except when revoked for violations of the terms and conditions of the license as per below.

The full License for the Software Product may not be shared, sold, assigned, transferred, re-licensed or sub-licensed. VBC does not issue enterprise, company or seat licenses by way of this EULA. An enterprise or seat license is subject to negotiation and may be subject to a separate license agreement whose terms and conditions are based on the nature and extent of the enterprise. If you have acquired the Software Product and entered into this EULA as an employee, contractor or other agent of a third party, You represent and warrant that you did so within the scope of your duties as an employee or within the scope of your actual or apparent authority as agent for either your employer or your principal, as the case may be. You further represent and warrant that You have the authority to bind Your employer or principal to these terms and conditions and Your agreement will be deemed as the agreement of that employer or principal.

Licenses cannot be transferred from one entity to another entity or person. This includes those situations involving mergers and acquisitions, dissolution or bankruptcy of the original entity that purchased the license which is transferred to another company by operation of law or otherwise. Any attempt at transfer under these conditions is not permitted. The transferee company must purchase its own license. For the purposes of this paragraph, the term “entity” includes, but is not limited to corporations, limited liability companies, limited liability partnerships, general or limited partnerships, joint ventures, sole proprietors or affiliates of whatever kind or nature.

Your continued right to use the Software Program during the term of the Full License is expressly conditioned upon your adherence to the terms and conditions of this license and the limitations thereto. Any activity which exceeds the scope of the Full License will result in revocation of the Full License and may subject You to civil liability.

By executing this license, You acknowledge and agree that You find it to be a fair and reasonable license agreement that is not deceptive, untrue or misleading in any manner. You acknowledge and agree that You have read and considered all of the terms and conditions of the license and believe them to be just and equitable to licensees. You agree to abide by all of the terms and conditions.

c. Revocation of License

Your Trial License or Full License to install and use the Software Products is expressly revoked if You exceed or violate the terms of the license, including (but not limited to) doing any of the following:

1) Use of an illegally generated registration key to unlock
the Software Product to unlimited use without the knowledge
or consent of VBC.

2) Obtaining and/or using an instance of the Software Product that has been modified to bypass the limitations of the Trial License without Your acquiring an Authorized Registration Key from VBC or one of its authorized third-party order-processing companies.

3) Otherwise using one or more instances of the Software Product in such a manner as to exceed the terms of the License without acquiring an Authorized Registration Key from VBC or one of its authorized third-party order-processing companies.

4) Attempting to unlock, reverse engineer, decompile or disassemble the Software Product in violation of Section 2(a), below.

5) Renting, adapting, selling, lending or leasing the Software Product, and/or using it in connection with offering conversion services. Conversion services include, but are not limited to providing conversion of Visual Basic code to C# code to an unlicensed individual or entity of any kind. It is understood and agreed that engaging in conversion services with an unauthorized, unlicensed third party is a violation of VBConversions right of distribution.

6) Reproducing, preparation of derivative works, distribution, display, performance or use of digital audio tape. or, otherwise copying the Software Product or its elements beyond the limits set forth above in the Trial version.

7) You may not use the Software Product to multiplex or
pool connections or otherwise allow multiple users or multiple computer or devices to access or use the software indirectly through the licensed computer.

d. All rights not expressly granted herein are reserved by VBC.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

a. Limitations on Reverse Engineering, Decompiling, and
Disassembly.

You may not reverse engineer, decompile, or disassemble, modify, or reproduce the Software Product, except and only to the extent that such activity is expressly permitted by applicable law not- withstanding this limitation.

b. No Rental, Leasing, Lending or Commercial Hosting.

You may not rent, lease or lend the Software Product to third parties, nor use it for commercial hosting, such as, using the conversion program to provide services on a network to unauthorized, unlicensed individuals or entities.

c. Trademarks.

This EULA does not grant You any rights in connection with any trademarks or service marks or other intellectual property of VBC.

d. Support Services.

VBC may provide You with support services related to the Software Product (“Support Services”). Any supplemental software code provided to You as part of the Support Services is considered part of the Software Product and subject to the terms and conditions of this EULA. You acknowledge and agree VBC may use technical information that You provide to VBC as part of the Support Services for its business purposes, including for product support and development. VBC will not utilize such technical information in a form that personally identifies You, except to the extent such is necessary in order to provide You with the Support Services.

e. Termination

Without prejudice to any other rights, VBC may revoke Your Trial License or Full License in accordance with Section 1(c), above and terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must remove, uninstall and destroy all copies of the Software Product and all of its component parts in Your possession.

3. UPGRADES.

An upgrade supplements or enhances a prior version of the Software Product. An upgrade generally contains most if not all of the features of the prior versions of the Software Product. You must be properly licensed in order to be eligible to obtain and use an upgrade. You may use the resulting upgrade product only in accordance with the terms and conditions of this EULA. If the Software Product is an upgrade of a component of a package of software programs that was licensed as a single product, the Software Product may be used only as a part of that single product package and may not be separated for use on another device.

4. INTELLECTUAL PROPERTY RIGHTS.

All title and intellectual property rights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by VBC or its suppliers.

5. BACKUP COPY.

After lawful purchase of one copy of the Software Product pursuant to this EULA, you may keep the original media on which the Software Product was provided by VBC solely for backup or archival purposes. If the original media is required to use the Software Product on the Device, you may make one copy of the Software Product solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software Product or the printed materials accompanying the Software Product.

6. EXPORT RESTRICTIONS.

You acknowledge that the Software Product is of United States origin. You agree to comply with all applicable international and national laws that apply to the Software Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

7. IMPORT RESTRICTIONS.

If a Full License is purchased outside of the United States, You agree not to import or resell the fully licensed Software Products in the United States. Any such importation or sale will result in the revocation of Your license.

8. APPLICABLE LAW

Arbitration and Court-based Litigation.
Any controversy or claim arising out of or relating to this License Agreement, or the breach thereof, shall be subject to dispute resolution in either the United States District Court in the Central District of California or to binding arbitration before a single neutral and affiliated with ADR Services, Inc. at one of its offices located in southern California. It is acknowledged and agreed that the selection of either of these two forums shall be within the sole discretion of VBConversions. Intent to arbitrate shall be communicated in writing to all parties or to their respective counsel. Judgment of the arbitrator may be entered in any court of general jurisdiction located in the State of California.

If arbitration is selected as the preferred means of dispute resolution, the parties shall agree upon an arbitrator within fourteen (14) days following receipt by all other parties of the intent to arbitrate. If the parties are unable to agree upon an arbitrator, each of the parties shall choose a neutral from the list of available neutrals offered by ADR. These neutrals shall choose a third individual to act as arbitrator of the dispute. If the neutrals are unable to agree, the manager of the ADR facility shall choose the neutral.
The arbitrator shall be an individual that is reasonably knowledgeable in the legal and technical aspects of a software license and in computer technology generally. The parties may agree to waive this requirement if they find it is expeditious to do so.

The parties to the claim or controversy waive and give up objection to the Personal Jurisdiction of the arbitration facility mentioned above and to the courts of the State of California, including the United States District Court. The applicable Statute of Limitations shall be tolled upon filing an action or by requesting arbitration after advising all other parties, in writing, of its intent to arbitrate the dispute. The parties always have the right to mediate any dispute prior to arbitration or court-based litigation.

The requirement for arbitration shall not be deemed a waiver by VBConversions of any right of termination of the subject license and the arbitrator is not empowered to act or make any award other than that based solely upon the rights and obligations of the parties arising from the license agreement. All hearings shall be subject to the Arbitration Rules of ADR as set forth on the ADR website for rules, procedures and guidelines. The license shall be interpreted in accordance with the laws of the State of California, exclusive of its conflict of law provisions. Each party shall bear its own expenses, but those related to compensation and expenses of the arbitrator shall initially be borne equally. The prevailing party to the litigation shall be entitled to reimbursement of its initial costs and compensation for those expenses it incurred in pursuing the matter to conclusion, including, but not limited to arbitrator costs.

9. LIMITED WARRANTY

a. Limited Warranty for Software Products Acquired in the United States and Canada.

VBConversions, LLC warrants that the Software Product will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt.

If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.

Any supplements or updates to the Software Product, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

b. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by VBC, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet VBC’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 12 below (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.

c. REFUND OR REPLACEMENT: VBC and its suppliers’ entire liability and your exclusive remedy shall be limited to
(a.) REFUND OF THE PRICE PAID FOR THE SOFTWARE PRODUCT ACCOMPANIED BY A COPY OF YOUR RECEIPT OF PURCHASE, OR,
(b.) REPAIR OR REPLACEMENT OF THE SOFTWARE PRODUCT, THAT DOES NOT MEET THIS LIMITED WARRANTY AND THAT IS RETURNED TO VBC WITH A COPY OF YOUR RECEIPT. You will receive the remedy without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software Product to VBC). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States or Canada, neither these remedies nor any product support services offered by VBC are available without proof of purchase from an authorized international source.

10. DISCLAIMER OF WARRANTIES.

THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VBCONVERSIONS AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VBCONVERSIONS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, INCLUDING, BUT NOT LIMITED TO THE INABILITY TO REPRODUCE CODE, ADAPT CODE, OR DISTRIBUTE CODE TO THIRD PERSONS, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF VBCONVERSIONS OR ANY SUPPLIER.

12. LIMITATION OF LIABILITY AND REMEDIES.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF VBCONVERSIONS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $10.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

13. REGISTRATION / USAGE INFORMATION.

When You install, use, register or uninstall the Software Product (and on a periodic basis), the following information about the Software Product and Your computer is transmitted to VBC and/or its authorized agent and recorded into a database maintained by VBC or its agent: Product Name, Version, Registration Key, Computer Name, Computer’s Internal and Public IP addresses and host name, Username logged onto Computer, Operating System’s Registered Owner, Operating System’s Registered Organization, Name, Organization Name, Email Address (as entered on the registration screen of the Software Product), location, and installation date of the Software Product.

After each use of the Software Product to convert a Visual Basic project file, the following information along with that above, is also transmitted to VBC or its agent and recorded in the database: the name of the Visual Basic project file converted, Visual Studio version, the number of lines of Visual Basic source code converted and the number of lines of C# source code created, the CLR version number, the number of lines with compiler errors, the number of compiles, the conversion time, information about the Visual Basic assembly converted (including title, description, company, product, copyright, trademark).

You acknowledge that unauthorized activity directed at the software product is subject to the right and ability of VBConversions to identify and locate the computer that is being used to gain access to the Program.

VBC and its agent will exercise reasonable efforts to store and maintain the information collected by VBC and its agent. By installing and/or registering and/or using this software, you agree that VBC and its agent shall not be held liable if the security of this information is compromised in any manner whatsoever. To the extent not prohibited by law, in no event will VBC, its agents and licensors be liable for any lost revenue, profit or data, or for special, statutory, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising from the collection, maintenance and security of this information. Only install this software, if You agree to have this information recorded by VBC and/or its agent.

BY INSTALLING AND/OR UNINSTALLING AND/OR REGISTERING AND/OR USING THIS SOFTWARE, YOU AGREE THAT YOU GRANT VBC YOUR FULL AND UNCONDITIONAL PERMISSION TO RECORD THE ABOVE INFORMATION AND/OR WITH ITS AUTHORIZED AGENT.

14. COPYRIGHT INFRINGEMENT

You agree not to infringe VBC’s copyright of this software. Reproduction, preparation of derivative works (adaptation), distribution or display of the software is prohibited, except to the extent permitted by this license. Your continued usage of the program is expressly conditioned upon your adherence to the terms and conditions of this license. Any activity which exceeds the scope of the license is deemed to infringe the copyright of VBC and will result in revocation of the license and may subject you to civil liability. Unauthorized reproduction, adaptation, distribution, or display and exceeding license counts represent examples of prohibited conduct. Using illegally generated keys to unlock the software is also a violation of VBC’s rights. You agree to only use registration keys generated online from VBC’s website, only use registration keys emailed to you by VBC or our third party order processing company. You agree that using an illegal or fraudulent registration key to register or unlock the software or reverse engineering, decompiling or disassembling the software makes that software copy illegal and unauthorized and in violation of VBC’s rights pursuant to 17 U.S.C.§§501,1201,et seq. In the event of a copyright violation, you acknowledge and agree you are liable for actual damages, statutory damages, reasonable attorney fees, lost profits, diminution of value of the software, lost license fees, any or all of the aforementioned, including, but not limited to all other costs and expenses incurred by VBC for the loss.

15. ENFORCING RIGHTS.

The failure of VBC to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of the parties as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect.

16. ENTIRE AGREEMENT.

This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between you and VBC relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any VBC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.