Vepco Technologies, Inc.

MotorXP-PM LICENSE AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE COPYING, 
INSTALLING, OR USING THE SOFTWARE OR DOCUMENTATION.

BY COPYING, INSTALLING, OR USING THE SOFTWARE AND DOCUMENTATION, YOU ACCEPT THE TERMS OF 
THIS AGREEMENT.  IF YOU ARE NOT WILLING TO DO SO, DO NOT COPY, INSTALL, OR USE THE 
SOFTWARE AND DOCUMENTATION.

1. DEFINITIONS.
 1.1. "Licensee" means you, whether an individual or an entity, to whom Vepco Technologies, 
 Inc. (“Vepco”) grants the License, and who is responsible for complying with the 
 contractual obligations of the License, and ensuring that anyone permitted access to the 
 Software also complies with such obligations.
 1.2. "Software" means the software licensed hereunder, including Documentation, 
 enhancements, and error corrections. Each product licensed hereunder is a separate 
 Software.
 1.3. "Computer" means either (i) a single physical hardware system containing a single 
 motherboard running an operating system, or (ii) a virtual machine running an operating 
 system.
 1.4. "Documentation" means the user guides, if any, accompanying delivery of the Software, 
 as may be updated from time to time. Documentation may be delivered in any medium or 
 language.
 1.5. “Software Maintenance and Support Service” means an advisory and explanatory service 
 in relation to the Software. 
 1.6. "License Option" means the specific rights, restrictions, and obligations under 
 which Licensee may use the Software pursuant to this Agreement, including restrictions 
 associated with the License being an "Subscription License," "Perpetual License," or 
 "Educational (Academic) License" as described hereunder. 
 1.7. “License Key File” means the electronic file by which the License is enabled on the 
 Licensee’s Computer.
 1.8. "Designated Computer" means that Computer for which License Key Files will be 
 generated.
 1.9. "Third Party" means any person or legal entity that is not Vepco or the Licensee. 

2. LICENSE GRANT. The Software is licensed, not sold. Subject to the terms and conditions 
of this Agreement, Vepco grants to Licensee a non-exclusive, non-transferable license to 
install and use the Software for the following purposes and in the following manner:
 2.1. Install and use the free version of the Software, released under the brand MotorXP-PM 
 FREE Edition, free of charge for personal, educational, and commercial use. In this case, 
 you are granted the right to use and to make an unlimited number of copies of this 
 software.
 2.2. Install and use the premium version of the Software, released under the brand 
 MotorXP-PM Pro, for personal, educational, and commercial use by acquiring one of the 
 License Options. In this case each License is bound to one Licensee. The License is not 
 transferable to any another organization or individual. For each License, the License Key 
 File can be generated for two Designated Computers.

3. REFUND POLICIES.
 3.1. Vepco guarantees a refund of the payment for MotorXP-PM Pro or for the Software 
 Maintenance and Support Service within 30 days after the purchase date only in the 
 following cases: 
  3.1.1. Incidental purchase of the product twice. In this case one payment shall be 
  refunded.
  3.1.2. The Software has serious technical problems, and no solution has been found within 
  30 days. 
 3.2. Vepco shall not provide a refund of the payment for MotorXP-PM Pro or for the 
 Software Maintenance and Support Service in the following cases:
  3.2.1. Licensee refuses to cooperate with the technical support team by declining to 
  provide information regarding the problem, or not applying the solutions offered by the 
  technical support team.
  3.2.2. Licensee uses the Software on any inappropriate or outdated hardware.

4. PROGRAM TRIAL EVALUATION. Licensee agrees to use any Software provided to the Licensee 
as a trial or evaluation only for the period of the trial evaluation which may be 
controlled by a License Key File, only to evaluate it individually for potential purchase 
of a license to the Software, to conduct no business with it, and, if requested by Vepco, 
to remove it and all result files produced from any of Licensee's computers at the end of 
the trial or evaluation period and to comply with all other obligations and restrictions 
in this Agreement.

5. LICENSE DURATION ("TERM"). This Agreement shall continue until such time as there is 
no Software being licensed to Licensee. 
 5.1. For Subscription Licenses: Licensee understands and agrees that each Subscription 
 License will expire, and the Software will stop operating automatically immediately after 
 the corresponding period of the term licensed, unless Licensee renews its License by 
 acquiring one of the License Options. 
 5.2. For Perpetual Licenses: Licensee shall have the right to use the Software perpetually.

6. EDUCATIONAL (ACADEMIC) LICENSE. Educational Instruction Licensees agree to use the 
Software and Documentation only for educational use - institutional classroom instruction 
and restricted to students or staff of the organization named by the Licensee when the 
Software was purchased.

7. SOFTWARE MAINTENANCE AND SUPPORT SERVICE. Licensee understands and agrees that the 
Software Maintenance and Support Service for each Subscription License and Perpetual 
License will terminate automatically after one month from the date of the License 
acquisition, or upon expiration of the License Term, whichever is sooner. Software 
Maintenance and Support Service term may be renewed for the Software, at the then-current 
price, and for the then-applicable term, as long as Vepco offers such Software Maintenance 
and Support Service for such Software.

8. LICENSE RESTRICTIONS. Licensee shall not distribute, sell, sublicense or otherwise 
transfer or make available the Software or any part of the Software to any third party; 
remove from view any copyright legend, trademark or confidentiality notice appearing on 
the Software or Software output; modify, adapt, translate, reverse engineer, decompile or 
derive the source code for the Software, or authorize a third party to do any of the 
foregoing. Linking or embedding of the Software or any part of the Software in any other 
software program or creation of any software program which makes the direct function 
calls to the Software or any part of the Software is strictly prohibited.

9. DISCLAIMER OF WARRANTIES. The software is provided “as-is.” Vepco disclaims all other 
warranties, express or implied, including, without limitation, any with regard to 
merchantability, fitness for a particular purpose, quality, accuracy or noninfringement 
and any warranties arising out of course of dealing, course of performance or usage in 
trade. The entire risk arising out of use or performance of the Software remains with 
Licensee.

10. LIMITATION OF LIABILITY. To the extent permitted by law, Vepco shall have no liability 
for any damage or for any loss (whether foreseeable or otherwise and including loss of 
profits, loss of business, loss of opportunity, and loss of use, or unauthorized use or 
access of any computer hardware or software) as a result of the use of the Software or for 
any error or defect in the software, whether such damage or loss would arise as a result 
of breach of contract, tort or otherwise. In no circumstances shall Vepco's liability to 
the Licensee for direct or indirect damages exceed the total amount of license fees 
actually paid by the Licensee.

11. GENERAL. This License Agreement is the entire agreement between Licensee and Vepco 
and supersedes any prior agreements.

