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 the number of machines as specified on Licensee's 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 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-assignment/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.