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

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

SOFTWARE PRODUCT LICENSE

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

1.     GRANT OF LICENSE. 

This Section of the EULA describes the limited rights VBC is granting to You to install, copy and use the Software Product. The license rights described in this Section are granted subject to all other terms and conditions of this EULA.

 a.  Limited License to Install and Use the Software Product for Evaluation Purposes

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

 The Trial License is effective for a period of fourteen (14) days from the time you initially activate the Software Product.  During that period, the Software Product may be used to convert Visual Basic source code files of up to 2,000 lines in length.  If the Software Product fails to enforce these limitations, this should not be construed to have in any way extended or modified the terms of the Trial License or to serve as a waiver by VBC of any of its rights in and to the Software Product. 

 The Trial License for the Software Product may not be shared, sold, assigned, transferred, relicensed or sub-licensed. If you have accessed the Trial licensed version on behalf of your employer or otherwise as an agent or contractor on behalf of another individual or entity, You represent and warrant that You have the authority to bind that employer or other individual or entity to these terms and conditions and Your agreement to these terms and conditions will be treated as the agreement of that employer or other individual or entity.

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

 b.  Full License to Install and Use the Software Product

 In order to receive a license to copy and make use of the Software Product in excess of the terms of the Trial License, you must purchase or otherwise legally obtain a registration key (an “Authorized Registration Key”) from VBC (through the Software Product or VBC’s web site) or from a third-party order-processing company authorized by VBC to issue such keys.  Once the Authorized Registration Key has been inputted, the Software Products will be fully functional.

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

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

 The full License for the Software Product may not be shared, sold, assigned, transferred, re-licensed or sub-licensed.  If you have acquired the Software Product and entered into this EULA as an employee, contractor or other agent of a third party, You represent and warrant that you did so within the scope of your duties as an employee or within the scope of your apparent authority as agent for either your employer or your principal, as the case may be.  You further represent and warrant that You have the authority to bind Your employer or principal to these terms and conditions and Your agreement will be deemed as the agreement of that employer or principal.

 Should You wish to use the Software Product under the Full License on a different Device than the one on which it was originally installed, you must first uninstall and delete the Software Product from the first Device before installing it on a different Device and re-enter your Authorized Registration Key into the Software Product when first run on the new Device. Within a company, a license can be transferred from one user to another user, or from one Device to another Device, as above.  However, licenses cannot be transferred from one entity to another entity.  This includes those situations involving mergers and acquisitions or dissolution or bankruptcy of the original company that purchased the license which is transferred to an existing company by operation of law or otherwise. For the purposes of this paragraph, the term “company” includes, but is not limited to, corporations, limited liability companies, limited liability partnerships or general or limited partnerships or joint ventures or affiliates of whatever kind or nature.

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

 c.    Revocation of License

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

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

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

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

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

5)    Renting, adapting or leasing the Software Product, or using it in connection with offering conversion services in violation of Section 2(b), below. 

6)    Reproducing or otherwise copying the Software Product    or its elements beyond the limits set forth above. 

7)    Preparing any derivative work of the Software Product. 

8)    Distributing the Software Product to others (except so as to effectuate a transfer between users as set forth in 1(b), above.

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

2.      DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS 

a.      Limitations on Reverse Engineering, Decompiling, and

Disassembly. 

You may not reverse engineer, decompile, or disassemble, modify or create derivative works of the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 

b.      No Rental, Leasing or Conversion Services. 

You may not rent, lease or lend the Software Product, or provide conversion services to third parties with the Software Product, except to the extent that You have specifically acquired the Software Product and entered into this EULA as an employee, contractor or other agent of some individual or entity which has authorized you to acquire the Software Product and enter into the EULA on its behalf. 

c.      Trademarks. 

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

d.      Support Services. 

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

e.      Termination  

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

3.      UPGRADES. 

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

4.     INTELLECTUAL PROPERTY RIGHTS.

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

5.     BACKUP COPY. 

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

6.    EXPORT RESTRICTIONS. 

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

7.     IMPORT RESTRICTIONS. 

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

8.     APPLICABLE LAW  

In any dispute arising out of or relating to this EULA or otherwise arising out of or relating to Your use of the Software Product, it is agreed and acknowledged that the sole and exclusive venue for resolution of such disputes shall be the Superior Court for the County of Los Angeles or the United States District Court for the Central District of California. This EULA shall be deemed to have been executed within the State of California, in the United States of America. It shall be construed and enforced in accordance with and governed by the laws of the State of California without regard to conflicts of laws principles thereof. The parties hereto expressly agree to be subject to the personal jurisdiction of the above mentioned courts.  The application of UCITA and United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 

9.   LIMITED WARRANTY 

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

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

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

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

LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by VBC, YOU ARE NOT ENTITLED TO ANY  

DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet VBC’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose.  The terms of Section 12 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction. 

b.  VBC and its suppliers' entire liability and your exclusive remedy shall be, at VBC’s option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product, that does not meet this Limited Warranty and that is returned to VBC with a copy of your receipt. You will receive the remedy elected by VBC without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software Product to VBC). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States or Canada, neither these remedies nor any product support services offered by VBC are available without proof of purchase from an authorized international source. 

10.      DISCLAIMER OF WARRANTIES. 

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

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

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

12.      LIMITATION OF LIABILITY AND REMEDIES. 

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF VBCONVERSIONS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY VBCONVERSIONS WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHAL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 

13.     REGISTRATION / USAGE INFORMATION.  

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

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

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

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

14.      COPYRIGHT INFRINGEMENT 

You agree not to infringe VBC's copyright of this software. Reproduction, preparation of derivative works (adaptation), distribution or display of the software is prohibited, except to the extent permitted by this license. Your continued usage of the program is expressly conditioned upon your adherence to the terms and conditions of this license. Any activity which exceeds the scope of the license is deemed to infringe the copyright of VBC and will result in revocation of the license and may subject you to civil liability. Unauthorized reproduction, adaptation, distribution,  or display and exceeding license counts represent examples of prohibited conduct. Using illegally generated keys to unlock the software is also a violation of VBC's rights. You agree to only use Registration keys generated online from VBC's website, only use registration keys emailed to you by VBC or our third party order processing Company. You agree that using an illegal or fraudulent registration key to register or unlock the software or reverse engineering, decompiling or disassembling the software makes that software copy illegal and unauthorized and in violation of VBC's rights. (17 U.S.C.§§501,1201,et seq.). In the event of a copyright violation, you acknowledge and agree you are liable for actual damages, statutory damages, reasonable attorney fees, lost profits, diminution of value of the software, lost license fees, any or all of the aforementioned, including, but not limited to all other costs and expenses incurred by VBC for the loss, according to law. (17 U.S.C. §504, §505). 

15.      ENFORCING RIGHTS.  

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

16.     ENTIRE AGREEMENT. 

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