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NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY AUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.

WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, arsonally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only. The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to ation under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:

QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use,
nces, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authoriz


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.


NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY Agree to and accept ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE to and accept the TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MUST CLICK THE BUTTON WHERE INSTRUCTED to acknowledge that you decline AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT OR YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, RETURN THE SOFTWARE, together with THE HARDWARE KEY, if any, and ALL OTHER MATERIALS AND DOCUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.
WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, a company organized pursuant to the laws of Switzerland, with principal place of business at 7, rue de Saint-Nicolas, 2000 Neuchâtel, Switzerland. If End User is an entity, the person accepting this License Agreement acknowledges that he or she is binding the entire entity, and represents that he or she has the authority to do so, or in the event he or she does not have the authority, he or she shall be personally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only.

The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use, integrate, combine or otherwise exercise any license rights under this Agreement in any manner that would render the SOFTWARE or any component thereof Public Source Software. As used herein, “Public Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify and make derivative works of the source code for the software: (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authorization under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indi

rect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.


NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY Agree to and accept ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE to and accept the TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MUST CLICK THE BUTTON WHERE INSTRUCTED to acknowledge that you decline AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT OR YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, RETURN THE SOFTWARE, together with THE HARDWARE KEY, if any, and ALL OTHER MATERIALS AND DOCUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.
WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, a company organized pursuant to the laws of Switzerland, with principal place of business at 7, rue de Saint-Nicolas, 2000 Neuchâtel, Switzerland. If End User is an entity, the person accepting this License Agreement acknowledges that he or she is binding the entire entity, and represents that he or she has the authority to do so, or in the event he or she does not have the authority, he or she shall be personally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only. The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use, integrate, combine or otherwise exercise any license rights under this Agreement in any manner that would render the SOFTWARE or any component thereof Public Source Software. As used herein, “Public Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify and make derivative works of the source code for the software: (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authorization under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.


NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY Agree to and accept ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE to and accept the TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MUST CLICK THE BUTTON WHERE INSTRUCTED to acknowledge that you decline AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT OR YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, RETURN THE SOFTWARE, together with THE HARDWARE KEY, if any, and ALL OTHER MATERIALS AND DOCUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.
WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, a company organized pursuant to the laws of Switzerland, with principal place of business at 7, rue de Saint-Nicolas, 2000 Neuchâtel, Switzerland. If End User is an entity, the person accepting this License Agreement acknowledges that he or she is binding the entire entity, and represents that he or she has the authority to do so, or in the event he or she does not have the authority, he or she shall be personally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only. The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use, integrate, combine or otherwise exercise any license rights under this Agreement in any manner that would render the SOFTWARE or any component thereof Public Source Software. As used herein, “Public Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify and make derivative works of the source code for the software: (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authorization under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.


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NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY AUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.

WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, a company organized pursuant to the laws of Switzerland, with principal place of business at 7, rue de Saint-Nicolas, 2000 Neuchâtel, Switzerland. If End User is an entity, the person accepting this License Agreement acknowledges that he or she is binding the entire entity, and represents that he or she has the authority to do so, or in the event he or she does not have the authority, he or she shall be personally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only. The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use, integrate, combine or otherwise exercise any license rights under this Agreement in any manner that would render the SOFTWARE or any component thereof Public Source Software. As used herein, “Public Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify and make derivative works of the source code for the software: (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authorization under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.


NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY Agree to and accept ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE to and accept the TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MUST CLICK THE BUTTON WHERE INSTRUCTED to acknowledge that you decline AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT OR YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, RETURN THE SOFTWARE, together with THE HARDWARE KEY, if any, and ALL OTHER MATERIALS AND DOCUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.
WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, a company organized pursuant to the laws of Switzerland, with principal place of business at 7, rue de Saint-Nicolas, 2000 Neuchâtel, Switzerland. If End User is an entity, the person accepting this License Agreement acknowledges that he or she is binding the entire entity, and represents that he or she has the authority to do so, or in the event he or she does not have the authority, he or she shall be personally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only.

The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use, integrate, combine or otherwise exercise any license rights under this Agreement in any manner that would render the SOFTWARE or any component thereof Public Source Software. As used herein, “Public Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify and make derivative works of the source code for the software: (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authorization under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indi

rect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.


NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY Agree to and accept ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE to and accept the TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MUST CLICK THE BUTTON WHERE INSTRUCTED to acknowledge that you decline AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT OR YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, RETURN THE SOFTWARE, together with THE HARDWARE KEY, if any, and ALL OTHER MATERIALS AND DOCUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.
WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, a company organized pursuant to the laws of Switzerland, with principal place of business at 7, rue de Saint-Nicolas, 2000 Neuchâtel, Switzerland. If End User is an entity, the person accepting this License Agreement acknowledges that he or she is binding the entire entity, and represents that he or she has the authority to do so, or in the event he or she does not have the authority, he or she shall be personally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only. The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use, integrate, combine or otherwise exercise any license rights under this Agreement in any manner that would render the SOFTWARE or any component thereof Public Source Software. As used herein, “Public Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify and make derivative works of the source code for the software: (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authorization under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.


NOTICE TO END USER: THIS IS A LEGAL AND BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING THE Button to acknowledge your agreement to and acceptance of this license agreement, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, OR HAD THE OPPORTUNITY TO REVIEW, AND HEREBY Agree to and accept ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE to and accept the TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MUST CLICK THE BUTTON WHERE INSTRUCTED to acknowledge that you decline AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT OR YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, RETURN THE SOFTWARE, together with THE HARDWARE KEY, if any, and ALL OTHER MATERIALS AND DOCUMENTATION WITHIN 72 HOURS TO THE PLACE OF PURCHASE.
WARNING: IN THE EVENT YOU ACCEPT THIS LICENSE AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM MAKING COPIES OF THE SOFTWARE. UNAUTHORIZED USE OR REPRODUCTION OF THE SOFTWARE MAY RESULT IN CIVIL AND/OR CRIMINAL LIABILITY.
INSTALLATION, COPYING OR OTHER USE OF THE SOFTWARE BY YOU OR YOUR AGENT signifies your AGREEMENT TO BE BOUND BY THE TERMS OF this LICENSE agreement.
The purpose of this Global End User License Agreement (“License Agreement”) is to set forth the terms and conditions under which you (the “End User”) may use the software (defined below).
If End User is a person with principal residence in the Americas (meaning North, South, and Central America), or an entity with principal place of business in the Americas, “Quark” shall mean Quark Distribution, Inc., a corporation organized pursuant to the laws of Wyoming, with principal place of business at 5801 Campstool Road, Cheyenne, Wyoming 80027. If End User is a person with principal residence outside of the Americas, or an entity with principal place of business outside of the Americas, “Quark” shall mean Quark Media House Sàrl, a company organized pursuant to the laws of Switzerland, with principal place of business at 7, rue de Saint-Nicolas, 2000 Neuchâtel, Switzerland. If End User is an entity, the person accepting this License Agreement acknowledges that he or she is binding the entire entity, and represents that he or she has the authority to do so, or in the event he or she does not have the authority, he or she shall be personally liable for any damages resulting from a breach of this License Agreement. “principal residence” or “Principal place of business” shall mean the address Quark has of record for End User.
This license agreement sets forth the terms and conditions of the license for the software. Some third-party materials included in the SOFTWARE may be subject to other terms and conditions included in a separate license agreement or materials which accompany such software.
DEFINITIONS:
The following definitions are applicable to this License Agreement: “SOFTWARE” refers to the software program and all other materials, regardless of the PRODUCT MEDIA which embodies it and whether received contemporaneously with this License Agreement or thereafter, including fixes, updates, supplements, XTensions software, add-on components, validation codes, QLA and license files, if any, unless Quark provides other terms along with such software; “End User” means the individual or entity who purchased the SOFTWARE and who is entering into this License Agreement; “INSTALL” means to copy the SOFTWARE to a hard disk drive or similar storage device; “PRODUCT MEDIA” refers to the medium in which or on which the SOFTWARE is embodied or contained, whether on a disk(s), CD-ROM(s), digital file(s), or pursuant to technology now known or hereinafter developed; “DONGLE” refers to the hardware key, if any, for copy-protection of the SOFTWARE; QLA refers to the multi-user license administration technology described in Section 3; “USE” means to access, install, run, display, download, copy or otherwise benefit from using the functionality of the SOFTWARE; “QUARK” means the entity granting this license to End User under the terms and conditions of this License Agreement.
1. SOFTWARE LICENSE GRANT:
End User is granted a non-exclusive, non-transferable License to USE the SOFTWARE and documentation subject to the restrictions and terms set forth in this License Agreement. End Users who have purchased a Single-User License may INSTALL and USE the SOFTWARE on a single computer. End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers they choose for their own use and allow USE of the SOFTWARE subject and pursuant to Section 3 (regarding the license administrator technology, QLA). End User is prohibited from sharing the SOFTWARE with a third party who is not subject to the terms of this Agreement and, specifically, but not by way of limitation, the terms and conditions of Section 3. If this product does not contain license administration technology, then End Users who have purchased a multi-user License may INSTALL the SOFTWARE on the number of computers and allow USE of the SOFTWARE by the number of users for which End User is licensed. The SOFTWARE installer for multi-user licenses may be USED over a network. Documentation received in electronic form may only be used and accessed by the number of users for which End User is licensed. Otherwise, documentation may not be copied, accessed by multiple users or distributed without Quark’s written consent. End Users with multi-user licenses must install QLA as described in Section 3. QLA may be installed on a server and used over a network; provided, however, that End User may only access its Purchased Licenses and the permitted number of Auxiliary Licenses pursuant to Section 3. Other than as stated herein, End User may not INSTALL or USE the SOFTWARE on a distributed or multi-user computer system, such as a local area or wide area network, intranet, the Internet, or multi-user accessible computer, or any other computer or electronic device now known or hereinafter developed (“Device”); the SOFTWARE must be USED on a local hard drive only. The limitations/restrictions on USE contained herein apply to any indirect connections made through “multiplexing” or other hardware or software which pools or aggregates connections. A license for the SOFTWARE may not be shared or used concurrently. End User may not permit any Device to USE the SOFTWARE or the SOFTWARE’s User interface unless the Device has a separate license for the SOFTWARE. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use those measures. End User may make a single copy of the SOFTWARE as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in USE at any time, unless the original is damaged beyond USE, and must remain in the possession and control of End User. Should the End User download or otherwise receive a digital copy of the SOFTWARE and/or documentation, and then be provided with the SOFTWARE and/or documentation in tangible media form, such as a CD-ROM, the End User acknowledges that use of the SOFTWARE and documentation is still subject to the foregoing restrictions. SOFTWARE which is “Not for Resale” or “NFR” as indicated on the product packaging, the product media and/or the serial number may not be resold, or otherwise transferred for value. If the SOFTWARE is for educational institutions or students, End user must meet Quark’s qualifications for USE of such SOFTWARE.
2. RESTRICTIONS:
The only right granted to End User is the right to use the software and accompanying documentation in accordance with this License Agreement. The SOFTWARE is licensed not sold. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Quark, the Quark Affiliated Companies, and their licensors own the title, copyright, and other intellectual property rights in the SOFTWARE. For purposes of this License Agreement, Quark Affiliated Companies (or Quark Affiliated Company) shall mean any person, branch, or entity controlling, controlled by or under common control with Quark, or a majority of the shareholders of Quark or a Quark Affiliated Company, whether now existing or formed in the future, together with any person, branch, or entity which may acquire such status in the future. All rights not expressly granted to End User in this License Agreement are specifically reserved to QUARK. End User does not receive or acquire any right, title, or interest to the SOFTWARE, or to any applicable patents, trademarks, copyrights, or trade secrets. End User may not remove or alter any proprietary notices, labels, or trademarks on the SOFTWARE or accompanying documentation. End User may not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, decrypt or otherwise derive source code from the SOFTWARE, any portion thereof or accompanying documentation, or use it as a basis for the preparation of other software programs or derivative works, or use it in any manner that infringes the intellectual property or other rights of QUARK or any other party, except as expressly permitted hereunder or under applicable law. End User shall not use, integrate, combine or otherwise exercise any license rights under this Agreement in any manner that would render the SOFTWARE or any component thereof Public Source Software. As used herein, “Public Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify and make derivative works of the source code for the software: (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, which licenses include rights under the licensee’s intellectual property. Public Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following : (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) The Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (vii) the Apache Server license. The SOFTWARE and accompanying documentation may not be transmitted or accessed electronically, including via the Internet or any Device, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for use by any other person or entity not covered by this License Agreement, used to provide commercial hosting or application service provider services or otherwise transferred, transmitted, or used without authorization under this License Agreement.
3. License Administration Technology:
This product may contain license administration technology (“QLA”). End Users with multi-user Licenses must install QLA as required by Quark. QLA is license administration technology which also allows the End User with multiple licenses the convenience to exceed the number of licenses which are legally licensed to End User (“Purchased Licenses”) by a number which is specified by End User and agreed to by Quark (“Auxiliary Licenses”); provided, however, that End User pays the license fees which correspond to the number of Auxiliary Licenses which End User utilizes. End User acknowledges that QLA utilizes a secured communications link between End User and Quark, via the Internet or technology which may hereinafter become available, by virtue of which license files are made available to End User and information concerning End User’s usage may be transmitted to Quark. End User may elect not to use Auxiliary Licenses in which case End User’s rights are limited to Purchased Licenses. Auxiliary Licenses may not be available to all End Users. Use of Auxiliary Licenses is subject to Quark’s consent and sole discretion.
End User agrees that its use of Auxiliary Licenses shall be subject to the terms of this License Agreement. Upon the request of End User and with the consent of Quark, Auxiliary Licenses are made available to End User on a temporary basis subject to payment of applicable license fees and the terms of this License Agreement. Once payment is received, Quark will make available to End User a new license file to reflect the revised number of Purchased Licenses. End User agrees to pay Quark for all Auxiliary Licenses which End User utilizes. Failure to pay or other violations of this Agreement may result in suspension or revocation, in Quark’s sole discretion, with or without further notice, of End User’s ability to utilize current and future Auxiliary Licenses, in addition to all other rights and remedies available to Quark in law or equity. Auxiliary Licenses may contain technology designed to render them inoperable after a certain period of time without End User’s use of a revised license file from Quark. The inoperability of Auxiliary Licenses or the denial, suspension or revocation of End User’s ability to utilize Auxiliary Licenses does not in itself affect End User’s right to Purchased Licenses. Section 4 (regarding termination of this License Agreement) shall continue to apply. End User agrees that Purchased Licenses, including Auxiliary Licenses which become Purchased Licenses after the commencement of this License Agreement, are subject to the terms of this License Agreement. Quark assumes no liability arising from End User’s use of or inability to use QLA, Auxiliary Licenses, or license files. The use or inability to use QLA, Auxiliary Licenses or license files is specifically made subject to Sections 9 (regarding disclaimer of warranties) and 12 (regarding exclusion of damages/limitation of liability).
4. TERMINATION:
Any failure to comply with the terms and conditions of this License Agreement shall result in automatic termination of this license. Upon termination of this License Agreement for any reason, End User must destroy all copies and cease use of the SOFTWARE and accompanying documentation.
5. CONSOLIDATION OF LICENSES:
Consolidation of multiple single-user licenses, multiple multi-user licenses, or a combination of both under one consolidated multi-user license may be possible under certain circumstances and in Quark’s sole discretion. Consolidated license are subject to the restrictions on multi-user licenses contained herein. If the serial number of any single-user or multi-user SOFTWARE is covered by or merged into a new consolidated license, then the right of End User to use that single-user or multi-user Software under this License Agreement is replaced, terminated, and superseded by the right of End User to use the consolidated Software. End User then no longer has the right to use any single-user or multi-user SOFTWARE having a serial number covered by the consolidated license.
6. COMMUNICATION OF LICENSE AGREEMENT:
End User agrees to communicate the terms and restrictions contained in this License Agreement to all persons under his or her employment, direction, or control who have access to the software or accompanying documentation.
7. UNAUTHORIZED USE AND COMPLIANCE:
End User shall take reasonable efforts to prevent use of the Software by any person or entity other than End User. End User shall use all reasonable efforts to see that employees, agents, assigns, or other persons under the direction or control of End User who have access to the software or accompanying documentation abide by the terms and conditions of this License Agreement. End User agrees to notify QUARK immediately in writing of any unauthorized use.
8. LIMITED WARRANTY:
QUARK warrants that the enclosed PRODUCT MEDIA will be free from defects for 90 days after purchase of the SOFTWARE and that the DONGLE, if provided, will be free from defects for 1 year after purchase of the SOFTWARE. The SOFTWARE, any related documentation and/or services (if any) are provided “AS IS,” with all faults, and without warranty or condition of any kind. QUARK specifically does not warrant that the SOFTWARE will run uninterrupted or error-free. The sole and exclusive remedy for a defect in the PRODUCT MEDIA or DONGLE is for End User to notify QUARK of the defect in writing within the respective warranty period, to return the PRODUCT MEDIA or DONGLE to QUARK, and follow any other reasonable procedures that QUARK may establish. QUARK’s sole obligation shall be to provide End User with a performing copy of the PRODUCT MEDIA or DONGLE within a reasonable time after receiving notification of the defect or to refund the purchase price and terminate this License Agreement, at QUARK’s option. The foregoing warranty does not apply if End User mishandles, alters, or improperly uses or stores the PRODUCT MEDIA or dongle.
9. DISCLAIMER OF OTHER WARRANTIES:
THE LIMITED WARRANTY SET FORTH IN SECTION 8 IS IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS PROVIDED BY DISTRIBUTORS OR RETAILERS OF THE SOFTWARE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY END USER’S STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, END USER ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (90 DAYS) IN SECTION 8. AS TO DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS SET FORTH IN SECTION 8,THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS, AND ALL OTHER WARRANTIES, CONDITIONS AND/OR DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, ARE DISCLAIMED (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, COMPATIBILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESIRED DESCRIPTION, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ERRORS CAN OR WILL BE CORRECTED. QUARK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY, AVAILABILITY OR, THAT THE SOFTWARE WILL BE UPDATED OR UPGRADED, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS OR WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (IF ANY), INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. Some jurisdictions, states, or provinces do not allow limitations on implied warranties, so the above limitation may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
10. SOFTWARE UPDATES AND UPGRADES:
At QUARK’s sole discretion, QUARK may provide End User with updates to the SOFTWARE. QUARK retains the right to provide the updates for a fee. End User may refuse to accept the updates. The terms and conditions of this License Agreement apply to any and all updates, unless Quark provides other terms along with the update. Updates to the Software provided to End User after expiration of the 90 day period set forth in Section 8 are not covered by any warranty or condition, express, implied, statutory, or collateral.
To use a product identified as an upgrade, End User must first be licensed for the product identified by Quark as eligible for upgrading. After upgrading, End User may no longer use the product that formed the basis for End User’s upgrade eligibility.
11. END USER RESPONSIBILITY FOR THE SOFTWARE AND COMPONENTS:
End User is solely responsible for selection of the SOFTWARE and components to achieve End User’s intended results or for particular applications and systems. QUARK is not responsible for lost or stolen SOFTWARE and DONGLES.
12. EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND Regardless of whether any remedy fails of its essential purpose, in no event shall QUARK OR ITS LICENSORS be liable to End User for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, LOST 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, lost fees, or expenses of any kind AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER arising OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, use of OR INABILITY TO USE the SOFTWARE, THE accompanying documentation, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES (if any) in any manner, however caused and on any theory of liability. In any event, QUARK’s liability relating to the SOFTWARE shall be limited to the money paid for the SOFTWARE, if any. These limitations will apply even if QUARK or an authorized dealer has been advised of such possible damages. Some jurisdictions, states, or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion included in this License Agreement may not apply to particular End Users. References to Quark in the foregoing Section shall include the Quark Affiliated Companies.
13. SEVERABILITY:
This License Agreement is intended to be interpreted in such a manner as to render it enforceable. In the event that any court, arbitration panel, or other competent authority determines that any provision of this License Agreement is not enforceable, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed, and the remainder of this License Agreement shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION:
For End Users whose principal place of business or principal residence is in the United States and/or Canada, this License Agreement shall be governed in all respects by the laws of the United States of America and the State of Colorado, U.S.A., without regard to conflict of law principles. As to such End Users, the District Court for the City and County of Denver, State of Colorado, and the United States District Court for the District of Colorado shall have sole and exclusive jurisdiction and venue over any dispute arising out of or in connection with this Agreement, and the parties hereby submit themselves to the jurisdiction of said courts. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, QUARK, THE QUARK AFFILIATED COMPANIES AND/OR THEIR LICENSORS SHALL NOT BE PREVENTED FROM ENFORCING THEIR RESPECTIVE OR COLLECTIVE INTELLECTUAL PROPERTY RIGHTS IN ANY APPROPRIATE JURISDICTION.
For all other End Users, any dispute, controversy or claim arising under, out of or relating to this License Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO (World Intellectual Property Organization) Expedited Arbitration Rules (hereafter, “the Rules”) in force at the time of the opening of the proceedings by one arbitrator appointed in accordance with the Rules. The place of the arbitration shall be Neuchâtel in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Switzerland. This arbitration clause does not limit the right of the parties to request temporary and/or provisional measures before any court of competent jurisdiction. If there is any confusion or dispute as to which governing law and jurisdiction provision applies to End User, this provision regarding arbitration in Neuchâtel, Switzerland under the WIPO Expedited Arbitration Rules shall apply and bind the parties.
The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“the Convention”). Rather the rights and obligations of the parties shall be governed as provided in this Section. End User acknowledges that the Convention does not apply to this License Agreement or to the resolution of any disputes arising out of or related to this License Agreement.
In the event of a dispute related to this Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.
15. EXPORT RESTRICTIONS:
End User agrees not to export or transmit, directly or indirectly, any technical data or products received from Quark except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. End User agrees to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to End User’s use of the SOFTWARE.
16. U.S. GOVERNMENT END USERS:
The SOFTWARE is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the SOFTWARE with only those rights set forth herein.
17. GEOGRAPHIC RESTRICTIONS:
Restrictions on the geographic area where this SOFTWARE may be used, if any, appear on the packaging and/or product media for the SOFTWARE. End User agrees to use the SOFTWARE only in this geographic region. Any use of the SOFTWARE outside of this geographic region is strictly prohibited.
18. TAXES:
End User shall pay any applicable taxes in respect of the licenses granted and fees paid in connection with this License Agreement.
19. SURVIVAL:
The provisions of Sections 2, 4, 8, 9, 12, 13, 14, 19, 22, 23, 24 and such other provisions which by their nature continue after termination, shall survive termination of this License Agreement.
20. COMPLIANCE WITH LICENSES:
If you are a business or organization, you agree that upon request from Quark or Quark’s authorized representative, you will within thirty (30) days fully document and certify that use of the SOFTWARE at the time of the request is in conformity with your valid licenses from Quark.
21. TRANSFER/ASSIGNMENT:
End User shall not assign or transfer this License Agreement, or any part thereof, whether directly or indirectly (including, without limitation, through a transfer of End User’s shares or for any other reason including bankruptcy) without the prior written consent of an officer of QUARK or a representative of Quark authorized in writing to exercise such authority on behalf of Quark. End User and transferee must also comply with such procedures as Quark requires and the transferee must agree to be bound by the terms of this License Agreement.
22. ENTIRE LICENSE AGREEMENT:
This License Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this License Agreement. To the extent the terms of any Quark policies or programs conflict with the terms of this License Agreement, the terms of this License Agreement shall control. No supplement, modification, or waiver of this License Agreement shall be effective unless it is provided or approved by QUARK in writing.
23. WAIVER:
The waiver of, or failure to enforce, any breach or default by either party hereunder shall not constitute the waiver of any other or subsequent or continuing breach or default.
24. TRANSLATIONS:
This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.









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