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License Agreement

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This License (the "License") is made and entered into between Solution Application Software B.V. ("SAS") and you (the "Customer") to enable you to use Vo2Jet Version. 2.5 (the "Software") and related written and electronic Documentation.

 

1. Software License Agreement

 

(a) SAS grants to you and you accept from SAS a personal, non-transferable, non-assignable, and non-exclusive license to use the Software on a single micro-computer at a single location. The software may not be installed on more than one (1) computer or used by more than one (1) person at a time. If you will be installing the "Software" on a shared network file server, then you must purchase one copy of this product for each programmer or other software developer (each person) who will be using it (volume discounts are available).

 

(b) You may use the Software only in the following ways: (i) you may copy the Software onto a permanent storage device, such as a fixed or hard disk for the purpose of using it; (ii) you may make up to two backup copies of the Software, one of which may be used by you if the original copy fails to operate satisfactorily, (iii) you may merge parts of the software into software applications you develop and modify or make additions to such Software and distribute your applications, along with the runtime DLL components of the Software, and distribute your software applications to third persons provided that: (a) your applications do not compete directly or indirectly with the Software, (b) your software applications are not intended and cannot be used as a library or pre-written functions, procedures, classes, routines, or subroutines which are part of the Software, (c) the software applications you create using the Software may only be marketed, sold, licensed, distributed or otherwise made available to third persons in executable (object code) form, and (e) the persons to whom your software applications are licensed are prohibited from reverse engineering, decompiling, disassembling and sub-licensing the software applications.

 

(c) You may not rename or otherwise alter the runtime libraries supplied with the Software in any way which might disguise the true ownership and/or the true release or version numbers of the Software without the express written consent of SAS.

 

(d) Except as expressly permitted herein, you may not copy, use, or reproduce the Software or any part thereof. You may not disassemble, decompile, translate, or convert into human readable form, or reverse engineer, all or any part of the Software delivered to you in object code form. Except as supplied in "Evaluation" versions of the Software, you may not distribute, transfer, lease, rent, part with, or otherwise provide to any other person or entity the source code to all or any portion of the Software.

 

(e) You may use the Documentation supplied with the Software but, except for Documentation supplied with "Evaluation" versions of the Software, you may not copy or reproduce them in any way.

 

(f) On all authorized backup or archival copies of the Software you must include proprietary, copyright, trade mark, and/or trade secret legends, in the same form and location as the legend appearing on the Software. Further, you are not permitted to remove any proprietary, copyright, trade mark, and/or trade secret legend from the Software or Documentation with which it is supplied.

 

2. Ownership of Software

 

The Software and all related Documentation are protected by copyright. By paying to acquire, or otherwise obtaining, a copy of the Software and Documentation you do not become the owner of them. You are entitled to use them in accordance with the terms of this agreement only. All intellectual and industrial property right in the Software and related Documentation are, and shall remain, in SAS. No changes, modifications, adaptations, or additions to the Software in or by your software applications shall in any way derogate from SAS's intellectual or industrial property rights in the Software.

 

3. Term and Termination

 

(a) The license to use the Software is effective on the later of the date the Software is supplied to you and the date you pay SAS in full the License Fee and any applicable taxes.

 

(b) SAS may terminate this License by notice in writing to you if you fail to comply with or breach any condition or this License, or if the Software is used by you or any third person or entity in a manner not expressly authorized under Section 1. Upon the termination of this License (i) your rights under Section 1 shall immediately cease, and (ii) you shall (a) return to SAS the original copy of the Software and Documentation provided to you, (b) erase all copies of the Software in your possession or within your control, and (c) certify in writing to SAS within ten (10) days of the termination of this License that all of the above have been done.

 

4. Limited Warranty

 

(a) Subject to your returning to SAS the attached registration card, SAS warrants that the media on which the Software and Documentation are delivered to you will be free from defects in materials and workmanship under normal use for a period of thirty (30) days after delivery to you and for the same period the Software will substantially conform to the Documentation for this product when used in accordance with the instructions set forth in the Documentation and the computer hardware and software for which it was designed. SAS is not responsible for problems for any incompatibility which may occur as a result of any incompatibility between the Software and the software or hardware of any third person. You are solely responsible for the suitability of the Software to meet your requirements and the suitability and overall effectiveness and efficiency of the computer upon which the Software is to operate.

 

(b) SAS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. SAS CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTIONS, THAT IT WILL BE ERROR-FREE OR THAT THE RESULTS OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS.

 

5. Limitations and Remedies

 

(a) SAS will replace the original Software or Documentation which provides to be defective in materials or workmanship or which does not substantially conform to the Documentation delivered to you without additional charge on an exchange basis if the original media delivered to you is returned to SAS within thirty (30) days of delivery to you. If SAS is unable, or in its sole discretion unwilling, to provide a replacement copy of the Software or Documentation, or to make the Software operate substantially in conformity with the Documentation, SAS, if requested to do so by you, will refund the license fee paid by you, provided you return the Software and Documentation within five (5) days of making the request for a refund. These remedies are your sole and exclusive remedies for any breach of warranty or condition.

 

(b) IN NO EVENT WILL SAS BE LIABLE FOR LOST PROFITS, LOSS OF REVENUE OR EARNINGS, CLAIMS MADE BY THIRD PARTIES, OR FOR ANY COMMERCIAL, ECONOMIC, SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGE, EVEN IF SAS HAS BEEN ADVISED OF, OR FORESEES THE POSSIBILITY OF, ANY OF THESE DAMAGES OCCURRING. IN NO EVENT WILL SAS'S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO SAS FOR THE SOFTWARE AND DOCUMENTATION.

 

(c) THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS LICENSE SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY YOU, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES AND/OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS LICENSE, OR OF ANY REMEDY CONTAINED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

6. Intellectual and Property Indemnity

 

If the Software or Documentation becomes, or in SAS's judgment are likely to become, the subject of a claim that infringes a proprietary right or if SAS settles a claim of infringement, SAS may at its sole option and discretion (i) obtain for you the right to continue using the Software and Documentation, (ii) replace or modify the Software and Documentation to make them non-infringing, (iii) terminate this Agreement without further obligation to you, and/or (iv) defend any suit or proceeding brought against you. This Section states the entire liability of SAS and your exclusive remedy with respect to any claim of infringement, including patent, copyright, trade mark, or trade secret infringement.

 

7. Developer Indemnity Regarding Third Party Claims

 

You shall be responsible for any and all losses or damages arising out of or incurred in connection with the manufacture, publication, marketing, and distribution of copies of your applications to third persons. You will indemnify and hold SAS harmless from and with respect to any such loss or damage (including without limitation legal fees and costs). If you are directed to disclose any portion of the Software or any other materials proprietary to SAS in conjunction with a judicial proceeding or arbitration, you shall immediately notify SAS in writing and shall refrain from disclosing any such materials until SAS has been notified. You shall cooperate with SAS in obtaining a reasonable protective order or other appropriate means to preserve the confidentiality of any of SAS's proprietary materials and proprietary rights in connection with any such proceeding.

 

8. Assignment

 

Except as expressly permitted herein, you many not, without SAS's prior written consent, sell, lease, rent, loan, license, sub-license, transfer, market, distribute, redistribute, or otherwise part with the Software or Documentation or any  copies thereof, or assign, delegate, sub-license, pledge, or otherwise transfer this License, or any of your rights or obligations under this License. This License shall be assignable by SAS and shall indure to the benefit of and be binding upon SAS's successors and permitted assigns.

 

9. Severability

 

If any provisions of this License shall for any reason be help illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this License and shall in no way affect or impair the validity or enforceability of the remaining provisions of this License.

 

10. Waiver

 

This License, and any of its terms, may not be waived, altered, or modified except by written agreement signed by you and accepted by SAS. No delay or failure of either party in exercising any  right and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any rights under this License.

 

11. Language

 

The parties have requested that this License and all communications and documents relating hereto be expressed in the English language.

12. Governing Law

 

This License shall be governed by and construed in accordance with the laws of the The Netherlands and shall be deemed to have been made and completely performed in The Netherlands.

 

13. Entire Agreement

 

This License constitutes the entire agreement between the parities hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. the terms of this License shall apply to all updates (including corrections, patches, modifications, or enhancements) made to the Software and Documentation supplied to you.

 

14. Warranty and Registration Card

 

Return the Software Registration Card to SAS. Upon receipt of this card you will be registered as a user and entitled to updates and corrections which may be issued from time to time by SAS and the warranty support referred to in Section 4. You must return the attached Registration Card to SAS if you wish such support.