REPORTMILL SOFTWARE, INC.

SOFTWARE LICENSE AGREEMENT

 

NOTICE -- READ THIS BEFORE DOWNLOADING, COPYING OR USING THE SOFTWARE

INSTALLING AND USING THE SOFTWARE ACCOMPANYING THIS LICENSE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS UNLESS YOU HAVE A DIFFERENT LICENSE AGREEMENT SIGNED BY REPORTMILL SOFTWARE, INC. READ ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO INSTALLING OR USING THE SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST DELETE THE SOFTWARE FROM YOUR HARDWARE.

PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE PROGRAM OR DOCUMENTATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

1.         License.  This software program (the ÒProgramÓ) and the accompanying on-line read-me and help files (the ÒDocumentationÓ) are licensed, not sold, to you by ReportMill Software, Inc. (ÒLicensorÓ). The term ÒProgramÓ shall also include any updates of the Program licensed to you by Licensor. Subject to the terms of this Agreement, you have a non-exclusive and nontransferable right to use the Program and Documentation for non-commercial (e.g. not for resale or rental or the like), educational, evaluation or personal purposes only. You may use this Program on a single computer located in the United States and its territories or any other country to which this Program is legally exported. This Program is Òin useÓ on a computer when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g. hard drive, CD-ROM or other storage device) of that computer, except that a copy installed on a network server for the sole purpose of distribution to other computers is not Òin use.Ó If you permanently install the Program on the hard disk or other storage device of a computer (other than a network server) and you use that computer more than 80% of the time it is in use, then you may also use the Program on a portable or home computer, otherwise, you are required to obtain a separate license to use the Program on a portable or home computer.  You agree to use your best efforts to prevent and protect the contents of the Program and Documentation from unauthorized disclosure or use. Licensor and its licensors reserve all rights not expressly granted to you. LicensorÕs licensors are the intended third party beneficiaries of this Agreement and have the express right to rely upon and directly enforce the terms set forth herein.

2.         Limitation on Use.  You may not rent, lease, sell or otherwise transfer or distribute copies of the Program or Documentation to others. You may not modify or translate the Program or the Documentation without the prior written consent of Licensor. You may not reverse assemble, reverse compile or otherwise attempt to create the source code from the Program. You may not use LicensorÕs name or other trademarks or refer to Licensor or LicensorÕs products directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any third party without the prior written approval of Licensor for each such use. You may not release the results of any performance or functional evaluation of the Program to any third party without prior written approval of Licensor for each such release.

3.         Transfer.  You may not sublicense, assign, delegate, rent, lease, time-share or otherwise transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense, assignment, delegation or other transfer by you shall be void. You may physically transfer the Program from one computer to another provided that you do not retain any copies of the Program, including any copies stored on the first computer.

4.         Backup and Copyright.  The Program and related Documentation are copyrighted by Licensor and its licensors.  You may make one copy of the Program for backup purposes if LicensorÕs copyright notice is included on such copy and to load the Program into the computer as part of executing the Program. You may make one copy of the Documentation and print one copy of any on-line documentation or other materials provided to you in electronic form. Any and all other copies of the Program and any copy of the Documentation made by you are in violation of this license.

5.         Ownership.  You agree that the Program and Documentation belong to Licensor and its licensors. You agree that you neither own nor hereby acquire any claim or right of ownership to the Program and Documentation or to any related patents, copyrights, trademarks or other intellectual property. Licensor and its licensors retain all right, title and interest in and to the Documentation and the Program and all copies thereof at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. This license is not a sale of the original or any subsequent copy. All content accessed through the Program is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content.

6.         Term and Termination.   This license is effective until terminated. You may terminate this license at any time by destroying the Program and Documentation and the permitted backup copy. This license automatically terminates if you fail to comply with its terms and conditions. You agree that, upon such termination, you will either destroy (or permanently erase) all copies of the Program and Documentation, or return the original Program and Documentation to Licensor, together with any other material you have received from Licensor in connection with the Program.

7.         DISCLAIMER OF WARRANTY.  LICENSOR AND ITS LICENSORS PROVIDE THE PROGRAM AND THE DOCUMENTATION ÒAS ISÓ WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.  All risk of quality and performance of the Program and the Documentation is with you.  Should the Program prove defective, you and not Licensor assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement.

8.         LIMITATION OF REMEDIES.  IN NO EVENT WILL LICENSOR OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE PROGRAM INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF LICENSOR, ITS LICENSORS OR AN AUTHORIZED LICENSOR DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

9.         Applicable Law.  This license will be governed by the laws of the State of California, without reference to conflicts of laws principles.  The United Nations Convention on Contracts for the Sale of Goods does not apply to this license.

10.       Export Controls.  The Program and the underlying information and technology may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury DepartmentÕs list of Specially Designated Nationals or the U.S. Commerce DepartmentÕs Table of Deny Orders. By downloading or using the Program, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

11.       U.S. Government End Users.  The Program is a Òcommercial item,Ó as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of Òcommercial computer softwareÓ and Òcommercial computer software documentation,Ó as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire only those rights in the Program and the Documentation that are provided by this Agreement.

12.       No Other Agreements.  This Agreement constitutes the entire agreement between the parties with respect to the Program and the Documentation, and supersedes any other written or oral agreement.

13.       Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

 

14.       Pricing. Pricing for this license is in accordance to the standard list prices at the time of purchase (available at http://reportmill.com/pricing.html).