Software License Agreement

Please read this agreement carefully before downloading or installing the 
Software on your computer. This Software License Agreement ("SLA") is a 
legal contract between you and Alachisoft. The term "Software" means the 
original program and all whole or partial copies of it, including 
portions merged into other programs. 

The following are the terms and conditions to use the Software. By 
downloading or installing the Software on your computer you agree to the 
terms and conditions set forth in this agreement. 

1. License Terms 

1(a) Evaluation Use.  

The terms of this Section 1(a) are applicable to you if you have 
registered as an Evaluation Customer.  Subject to the terms of this 
Agreement, Alachisoft grants to you a non-exclusive, non-transferable, 
license to use the evaluation version of the Software, in binary object 
code form for evaluation and trial purposes only.  You may use any third 
party software products or modules supplied by Alachisoft solely with the 
Software.  You may not disclose the results of software performance 
benchmarks to any third party without Alachisoft's prior written consent. 
This license begins upon first installation and ends sixth (60) days 
thereafter (the "Evaluation Period").  When the license expires you must 
stop using the Software. You are forbidden from using the Software for 
Production Use or offering it for resale under the terms of this Section 
1(a). All rights not specifically granted to you herein are retained by 
Alachisoft. 

1(b) Development Use License.  

The terms of this Section 1(b) are applicable to you if you have 
registered as a Development Use Customer. Subject to the terms of this 
Agreement, Alachisoft grants to you a non-exclusive, non-transferable, 
fee-bearing license to use the Software in object code form solely for 
Development Use for unlimited number of machines without any license 
activation. You may use any third party software products or modules 
supplied by Alachisoft solely with the Software. You may not disclose the 
results of software performance benchmarks to any third party without 
Alachisoft's prior written consent. Additional restrictions with respect 
to third party software, if any, will be delivered to you along with your 
license key. You are forbidden from using the Software for Redistribution 
Use or offering it for resale under the terms of this Section 1(b). If 
you integrate the Software into an application and intend to resell the 
resulting integrated application you must use the appropriate 
redistribution license defined in section 1(d). All rights not 
specifically granted to you herein are retained by Alachisoft. 

1(c) Deployment (Runtime) - Production Use License. 

The terms of this Section 1(c) are applicable to you if you have 
registered as a Deployment - Production Use Customer. Subject to the 
terms of this Agreement, Alachisoft grants to you, a non-exclusive, non-
transferable, fee-bearing license to use the Software solely for 
Deployment - Production Use on the number of CPUs as specified on your 
invoice. You may use any third party software products or modules 
supplied by Alachisoft solely with the Software. You may not disclose the 
results of software performance benchmarks to any third party without 
Alachisoft's prior written consent.  Additional restrictions, if any, 
with respect to third party software will be delivered to you along with 
your license key.  If you integrate the Software into an application and 
intend to resell the resulting integrated application you must use the 
appropriate redistribution license defined in section 1(d). All rights 
not specifically granted to you herein are retained by Alachisoft. 

1(d) Deployment (Runtime) - Redistribution Use License.

The terms of this Section 1(d) are applicable to you if you have 
registered as a Deployment - Redistribution Use Customer. Subject to the 
terms of this Agreement, Alachisoft grants to you, a non-exclusive, non-
transferable, fee-bearing license to use the Software solely for 
Deployment - Redistribution Use on the number of machines as specified on 
your invoice for the following purposes: (a) use and copy the Software to 
bundle within your Product; (b) use, copy and distribute, internally and 
externally, directly or indirectly through your distribution channels 
copies of the Software in object code form only when incorporated in your 
Product. You must reproduce the copyright notice and any other legend of 
ownership on each copy, or partial copy, of the Software. You may not: 
(a) use, copy, display, perform or distribute the Software except as 
provided in this Agreement; (b) reverse assemble, reverse compile, or 
otherwise translate the Software; (c) sublicense, rent or lease the 
Software; or (d) modify the Software, per se without prior written 
approval from Alachisoft. Your license agreement with your distributors 
and/or customers will: 

(a) allow a customer to make one copy of your Product for backup or 
archival purposes only; 

(b) prohibit any other copying or transfer of your Product with the 
Software bundled in without the prior written approval of Alachisoft;

(c) prohibit any reverse assembly, reverse compilation, or translation of 
the Software except as expressly permitted by law; 

(d) include statements that your Product: (i) is licensed not sold, and 
that title to such offering is not passed to the customer, (ii) may 
include material licensed by a third party, and that you have assumed 
responsibility for the presence and use of this material; and (iii) 
comply with the requirements of section on Warranty and Limited Liability 
as appropriate. You will make your license agreement available to 
Alachisoft upon request. You shall ensure that your distributors and 
customers agree to act in a manner consistent with your obligations under 
this Agreement, and you shall make reasonable commercial efforts to 
enforce such agreements. All rights not specifically granted to you 
herein are retained by Alachisoft. 

Auditing: During the term of this Agreement and two years thereafter you 
agree to keep all usual and proper records and books of account relating 
to the bundled Software. Records and books of account include, but are 
not limited to, information regarding the number of products sold 
containing or embodying the Program Materials. Alachisoft may cause an 
audit and/or inspection to be made to verify the compliance with the 
terms of this agreement. Any such audit can be made by an independent 
certified public accountant selected by Alachisoft You agree to provide 
the audit team access to the relevant records and books. Alachisoft 
agrees to keep the results confidential. 

Reporting: You agree to provide to Alachisoft at least one report per 
year about the number of licenses sold. 

2. Support

Support via email is at present provided for free of charge. Alachisoft 
may decide at any time in the future to change the policy. Additional 
support is available for a fee. For further information regarding the 
services available please contact Alachisoft. 

3. Fees & Interest 

3.1 In consideration of the applicable license(s) granted pursuant to 
Sections 1(b), 1(c) and 1(d), and any fee based support pursuant to 
section 2, you agree to pay Alachisoft the applicable license and support 
fee(s) within 30 days of issuance of Alachisoft invoice. All charges and 
fees provided for in this Agreement are exclusive of and do not include 
any taxes, duties or similar charges imposed by any government ("Taxes"). 
You agree to pay or reimburse Alachisoft for all such Taxes (other than 
taxes on the net income of Alachisoft). 

3.2 If you are outside the United States, you agree that the amounts to 
be remitted to Alachisoft are to be the actual amounts due without 
withholding taxes or other assessments by authorities anywhere in the 
foreign location, which withholding taxes or assessments you agree to 
pay. You will promptly furnish Alachisoft with certificates evidencing 
payment of such amounts. 

3.3 Any amounts not paid when due (including License Fees and Support 
Fees) will be subject to interest at the lesser of 1.5% per month or the 
highest amount permissible under applicable law. 

4. Warranty and Limitation of Liability

This Software is supplied "AS IS", WITHOUT ANY WARRANTY, EXPRESS OR 
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR 
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE 
DISCLAIMED. IN NO EVENT SHALL Alachisoft. BE LIABLE FOR ANY DIRECT, 
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES 
(INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR 
SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) 
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, 
STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN 
ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGE. 

5. Software Changes 

Alachisoft reserves the right at any time not to release or to 
discontinue release of any Software and to alter prices, features, 
specifications, capabilities, functions, licensing terms, release dates, 
general availability or other characteristics of the Software. 

6. Ownership 

Title, ownership rights, and all intellectual property rights in and to 
the Software and Documentation shall remain the sole and exclusive 
property of Alachisoft and/or its licensors. You agree to abide by the 
copyright law and all other applicable laws of the United States. You 
acknowledge that the Software contains valuable confidential information 
and trade secrets of Alachisoft and/or its licensors; therefore, you 
agree not to modify the Software, create derivative works of, or attempt 
to decipher, decompile, disassemble or reverse engineer the Software or 
assist or encourage any third party in doing so. 

7. Indemnification 

7.1 Alachisoft agrees to indemnify and defend you from and against any 
and all 
claims, actions or proceedings, arising out of any claim that the 
Software infringes or violates any U.S. patent, copyright or trade secret 
right of any third party; so long as you provide: (i) prompt written 
notice to Alachisoft of such claim; (ii) cooperate with Alachisoft in the 
defense and/or settlement thereof, at Alachisoft' expense; and, (iii) 
allow Alachisoft to control the defense and all related settlement 
negotiations.   

7.2 If it is, or if in the reasonable opinion of Alachisoft it is 
probable that it will be, determined by a court of competent jurisdiction 
that such Software or the sale or use thereof infringes any patent, 
copyright, trade secret or trademark of a third party or if Alachisoft is 
enjoined from distributing such Software, then Alachisoft, at its sole 
option and expense, may: (i) procure for you the rights and to the same 
extent as those granted under this Agreement; (ii) replace such Software 
with other software, which complies with the specification of the 
Software; or, (iii) modify the Software, to avoid infringement while 
continuing to have the Software meet the Specification or (iv) terminate 
this Agreement and return to you your license fee, less an amount 
commensurate with your period of use of the Software, as amortized over a 
three year period. 

7.3 This Section 8 represents Alachisoft' sole obligation to you and 
shall be your sole and exclusive remedy pursuant to this Agreement for 
intellectual property infringement. 

7.4 Limitations.: Alachisoft shall have no indemnity obligation for 
claims of infringement to the extent resulting or alleged to result from: 
(i) any combination, operation, or use of any Software with any programs 
or equipment not supplied by Alachisoft; (ii) any modification of the 
Software by a party other than Alachisoft; and (iii) your failure, within 
a reasonable time frame, to implement any replacement or modification of 
Software provided by Alachisoft. 

8. Term and Termination 

8.1 This Agreement will take effect upon submission installation the 
Software, and will remain in force until terminated in accordance with 
this Agreement. This Agreement may be terminated by you upon thirty (30) 
days' prior written notice to Alachisoft or by destroying or returning to 
us all copies and partial copies of the Software and Documentation under 
your control; provided that no such termination will entitle you to a 
refund of any portion of the License Fee. Alachisoft may, by written 
notice to you, terminate this Agreement immediately if any of the 
following events ("Termination Events") occur: (a) you fail to pay any 
amount due Alachisoft within thirty (30) days after Alachisoft gives you 
written notice of such nonpayment; or (b) you are in material breach of 
any non-monetary provision of this Agreement, which breach, if capable of 
being cured, is not cured within thirty (30) days after Alachisoft gives 
you written notice thereof. 

8.2 Termination of this Agreement will not affect the provisions relating 
to the payment of amounts due, or provisions limiting or disclaiming 
Alachisoft' liability, which provisions will survive termination of this 
Agreement. 

8.3 Within thirty (30) days after the date of termination or 
discontinuance of this Agreement for any reason whatsoever, you shall 
destroy the Software and all copies, in whole or in part, all 
Documentation relating thereto, and any other Confidential Information in 
its possession that is in tangible form. 

9. United States Government Rights 

The Software provided under this Agreement is commercial computer 
software developed exclusively at private expense, and in all respects 
are proprietary data belonging solely to Alachisoft. 

9.1 Department of Defense End Users: If the Software is acquired by or on 
behalf of agencies or units of the Department of Defense (DOD), then, 
pursuant to DoD FAR Supplement Section 227.7202 and its successors (48 
C.F.R. 227.7202) the Government's right to use, reproduce or disclose the 
Software and any accompanying documentation acquired under this Agreement 
is subject to the restrictions of this Agreement. 

9.2 Civilian Agency End Users: If the Software is acquired by or on 
behalf of civilian agencies of the United States Government, then, 
pursuant to FAR Section 12.212 and its successors (48 C.F.R. 12.212), the 
Government's right to use, reproduce or disclose the Software acquired 
under this Agreement is subject to the restrictions of this Agreement. 

10. Legal Compliance 

You may not download or otherwise export or re-export the Software or any 
underlying information or technology except in full compliance with all 
United States and other applicable laws and regulations. In particular, 
but without limitation, none of the Software or underlying information or 
technology may be downloaded or otherwise exported or re-exported (i) 
into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North 
Korea, Syria, or Sudan, or (ii) to anyone on the US Treasury Department's 
list of Specially Designated Nationals or the US Commerce Department's 
Table of Deny Orders. By licensing the Software, you are agreeing to the 
foregoing and you are representing and warranting that you are not 
located in, under control of, or a national or resident of any such 
country or on any such list. 

11. Non-assisgnment/Binding Agreement. 

Neither this Agreement nor any rights under this Agreement may be 
assigned or otherwise transferred by you, in whole or in part, whether 
voluntary or by operation of law without the prior written consent of 
Alachisoft. Subject to the foregoing, this Agreement will be binding upon 
and will inure to the benefit of the parties and their respective 
successors and assigns. 

12. Miscellaneous. 

12.1 If any term, condition, or provision in this Agreement is found to 
be invalid, unlawful or unenforceable to any extent, the remaining terms, 
conditions and provisions will continue to be valid and enforceable to 
the fullest extent permitted by law. 

12.2 This Agreement represents the entire agreement of the parties with 
respect to the subject matter of this Agreement and supersedes all 
previous communications, representations, understandings and agreements, 
either oral or written, between the parties with respect to said subject 
matter. 

12.3 This Agreement may not be amended, except in writing, signed by both 
parties. [No terms, provisions or conditions of any purchase order, 
acknowledgment or other business form that you may use in connection with 
the acquisition or licensing of the Software will have any effect on the 
rights, duties or obligations of the parties under, or otherwise modify, 
this Agreement, regardless of any failure of Alachisoft to object to such 
terms, provisions or conditions.] 

12.4 This License shall be governed by and construed in accordance with 
the laws of the State of California as applied to agreements made, 
entered into and performed entirely in California by California 
residents. You agree that any dispute regarding this License will be 
heard in the state or federal courts having jurisdiction in Alameda 
County, California, and you agree that you shall be subject to the 
personal jurisdiction of such courts. 

12.5 Use of Alachisoft software constitutes an acceptance of the terms of 
this agreement. If you do not agree to be bound by these provisions, you 
are required to destroy all copies of Alachisoft software from your 
equipment immediately.


