PRODUCTS

Xpro Services is dedicated to provide easy to use computer application systems across a range of business functions.

XPurchase Purchase Order System
Xinvoice Electronic Invoice Processing
Xopen Document Management System for Insurance Broking

All applications are developed in standard Microsoft technologies and are priced extremely competitively

END USER LICENSE AGREEMENT
 

THIS END USER LICENSE AGREEMENT ("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AND XPRO SERVICES LTD. ("XPRO SERVICES"). PLEASE READ THIS AGREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR RECORDS. THIS AGREEMENT SUPERSEDES PREVIOUS VERSIONS.

BY CHECKING THE AGREEMENT CHECKBOX BELOW AND INSTALLING, I COPYING OR OTHERWISE USING XPRO SERVICES’ SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.

SOFTWARE:
   

As used in this Agreement, the term "Software" refers to the XPRO SERVICES software that you have selected to install. The term "Software" also shall   include any upgrades, modified versions or updates of the Software made available to you by XPRO SERVICES. The Software is deemed accepted by you upon install of the Software. The term "Software" also includes any third party software made available to you by XPRO SERVICES.

GRANT OF LICENSE:
 

Subject to the terms of this Agreement, XPRO SERVICES hereby grants you a perpetual, non-exclusive, non-transferable license to:

install the Software

use the Software for your internal use, and

copy the Software for back-up or archival purposes. Notwithstanding the foregoing, you acknowledge and agree that, depending on the version (free, trial or fully licensed) of Software you select to install, certain restrictions may apply to your use of the Software and certain features of the Software ("Special Features") may be unavailable to you or available subject to certain limitations, as follows:

FULLY LICENSED VERSIONS:
   

If you select to install a fully licensed version of the Software and pay the applicable license fee, your ability to access the Special Features of the Software on the number of computers for which you have paid the applicable license fee will continue perpetually. This is subject to the terms of this Agreement and the payment of the applicable annual maintenance fee.

 
TECHNICAL SUPPORT:
 

Subject to payment of the applicable license and annual maintenance fee. XPRO SERVICES will provide you with technical support, free of charge, for a limited period commencing on your payment of such maintenance fee. All technical support is provided subject to XPRO SERVICES’ then-current technical support policy, and includes such updates to the Software as XPRO SERVICES may make generally available thereunder from time to time in XPRO SERVICES’ sole discretion. In the event you are eligible to receive such updates to the Software, XPRO SERVICES will notify you when such updates are available to be installed by you. All updates to the Software shall be governed by this Agreement unless other license terms are provided with the update.

LICENSE RESTRICTIONS:
 

You acknowledge that the foregoing license extends only to your use of the features and functionality of the Software as described in the documentation accompanying the version of the Software installed by you (the "Documentation"). Furthermore you agree not to reconfigure or modify the Software in order to enable features or functionality different than those described in such Documentation or available in other XPRO SERVICES products without notifying XPRO SERVICES and paying the applicable Software upgrade fee. You may not:

reverse engineer, decompile, or disassemble the Software

modify, or create derivative works based upon, the Software in whole or in part

distribute copies of the Software

remove any proprietary notices or labels on the Software; or

resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Software. Any use in violation of this Section shall immediately terminate your license to the Software.

THIRD PARTY SOFTWARE:
   

Certain third party software included with the Software is subject to additional terms and conditions imposed by XPRO SERVICES’ third party licensor(s). Such terms and conditions are contained in the "About" pages of the Software and are deemed incorporated herein by reference. You agree to comply with all applicable terms and conditions.

LICENSE KEYS:
   

You acknowledge that the Software contains a license key. If you select to install a trial or fully licensed version of the Software, and choose to pay the applicable license fee for the Software, XPRO SERVICES will provide you an initial license key for installation with the Software. This will enable you to use the Software (including Special Features) during the term of your license. You agree not to purchase any license keys or similar computer code for the Software from any source other than XPRO SERVICES or XPRO SERVICES’ authorised partners. You agree not to use any software to create any license key or similar computer code for the Software.

TITLE:
    XPRO SERVICES
 

does not guarantee that use of the Software will be uninterrupted or error-free. XPRO SERVICES does not guarantee that the information accessed by the Software or Subscription Services will be accurate or complete. You acknowledge that performance of the Software may be affected by any number of factors, including without limitation, technical failure of the Software, the acts or omissions of third parties and other causes reasonably beyond the control of XPRO SERVICES. Certain features of the Software may not be forward-compatible with future versions of the Software and use of such features with future versions of the Software may require purchase of the applicable future version of the Software.

 

AS IS: YOU AGREE THAT XPRO SERVICES AND ITS LICENSORS HAVE MADE NO EXPRESS WARRANTIES, ORAL OR WRITTEN, TO YOU REGARDING THE SOFTWARE AND THAT THE SOFTWARE ARE BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT XPRO SERVICES, THE RETAILER, OR ANY DISTRIBUTOR) ASSUME THE ENTIRE COST OF ALL-NECESSARY REPAIRS.

  DISCLAIMER:

XPRO SERVICES DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THESE INCLUDE, BUT WITHOUT LIMITATION:

THE IMPLIED WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

THAT THE SOFTWARE WILL AVERT OR PREVENT ALL OCCURRENCES (OR THE CONSEQUENCES THEREFROM) THAT THE SOFTWARE OR SUBSCRIPTION SERVICES ARE DESIGNED TO DETECT AND/OR PREVENT; OR

THAT ANY INFORMATION ACCESSED BY THE SOFTWARE WILL BE ACCURATE OR COMPLETE.

THIS WARRANTY DISCLAIMER DOES NOT AFFECT YOUR NORMAL LEGAL RIGHTS.

LIMITATION OF LIABILITY:
 

IN NO EVENT SHALL XPRO SERVICES OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR THE USE THEREOF. THIS INCLUDES, BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, OR LOSS OF USE OF THE SOFTWARE OR OTHER ECONOMIC LOSS. THIS IS REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF XPRO SERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL XPRO SERVICES’ LIABILITY FOR ANY CLAIM, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHERWISE, EXCEED THE FEE PAID BY YOU FOR THE SOFTWARE THAT IS THE SUBJECT OF SUCH CLAIM. IF THE RELEVANT SOFTWARE WAS PROVIDED TO YOU AT NO CHARGE YOU AGREE THAT XPRO SERVICES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH ANY OF THE SOFTWARE. YOU FURTHER AGREE THAT XPRO SERVICES WILL NOT BE LIABLE FOR ANY DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH

INSTALLING, INSTALLING, OR USING THE SOFTWARE OR

FAILURE IN THE PERFORMANCE OF THE SOFTWARE. IF YOU ELECT NOT TO PURCHASE A LICENSE TO THE SOFTWARE, YOU FURTHER ACKNOWLEDGE THAT YOU ARE PROVIDED A REASONABLE TIME FRAME TO EVALUATE THE SOFTWARE AND AT THE END OF SUCH EVALUATION PERIOD YOU MAY ONLY ACCESS AND USE THE SOFTWARE IF YOU PURCHASE A LICENSE TO THE SOFTWARE. YOU AGREE THAT XPRO SERVICES WILL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER IN CONNECTION WITH THE TERMINATION OF SUCH EVALUATION PERIOD AND YOUR INABILITY TO ACCESS AND USE THE SOFTWARE. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW.

THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND ALL EXAMPLES ARE ILLUSTRATIVE AND NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY LIMITATIONS IN THIS AGREEMENT AND SHALL NOT FAIL IF SUCH OTHER LIMITATION ON REMEDY FAILS. THE FEES AND OTHER PROVISIONS IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES. THIS SECTION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

TERMINATION:
   

This Agreement shall terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from XPRO SERVICES to effect such termination. You may also terminate this Agreement at any time by notifying XPRO SERVICES in writing of termination. Upon any termination of this Agreement, you must uninstall and destroy all copies of the Software.

MISCELLANEOUS:
    SEVERABILITY:
 

In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

  WAIVER:
 

No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.

  SURVIVAL:
 

All defined terms and Sections 4 ("License Restrictions"), 5 ("Third Party Software"), 6 ("License Keys"), 7 ("Title"), 8 ("No Warranty"), 9 ("Limitation of Liability"), 10 ("Termination"), and 11 ("Miscellaneous") shall survive any termination of this Agreement.

  COMPLIANCE WITH EXPORT CONTROL LAWS:
 

You acknowledge that Software is subject to the export control laws and regulations of the United States ("U.S.") and agree to abide by those laws and regulations. Under U.S. law, the Software may not be installed or otherwise exported, reexported, or transferred to restricted countries, restricted end-users, or for restricted end-uses. The U.S. currently has embargo restrictions against Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. The lists of restricted end-users are maintained on the U.S. Commerce Department’s Denied Persons List, the Commerce Department’s Entity List, the Commerce Department’s List of Unverified Persons, and the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons. In addition, the Software may not be installed or otherwise exported, reexported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to:

the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons;

the design, development, production or use of missiles or support of missile projects; and

the design, development, production, or use of chemical or biological weapons. By installing or using the Software, you are agreeing to the foregoing. You are also warranting that you are not

(i) located in, or a resident or national of, a restricted country

(ii) on any of the U.S. lists of restricted end-users; or

(iii) engaged in any activity related to weapons of mass destruction. You understand that the requirements and restrictions of U.S. law as applicable to you may vary depending on the software installed and may change over time, and that, to determine the precise controls applicable to the software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Foreign Assets Control Regulations.

GOVERNING LAW:

The laws of the England and Wales will govern this Agreement.

ENTIRE AGREEMENT:

You agree that this is the entire agreement between you and XPRO SERVICES, and that it supersedes any prior agreement, whether written or oral, and all other communications between XPRO SERVICES and you relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented only by a writing that is signed by the authorized representatives of both parties.

RESERVATION OF RIGHTS:

All rights not expressly granted in this Agreement are reserved by XPRO SERVICES.

2004 XPRO SERVICES LIMITED. All rights reserved. All trademarks and/or service marks of XPRO SERVICES used in connection with the Software (including but not limited to Xpurchase Practice Management System and the XPRO SERVICES logo) are trademarks and registered trademarks of XPRO SERVICES LIMITED, a company registered in the United Kingdom