ARGUS Software

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ARGUS Developer (CircleDeveloper) Installer
Version:	6.00.001.028
Release Date:	31/01/2012
Licence Agreement:
You must agree to the terms of this licence before proceeding with the download.
 SOFTWARE LICENSE AGREEMENT


THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN LICENSEE AND LICENSOR.  BY CLICKING ON "I AGREE" BELOW AND INSTALLING THE SOFTWARE, YOU, ON BEHALF OF LICENSEE, AGREE AND ARE SUBJECT TO THE LICENSE TERMS SET FORTH BELOW.  YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT IS TO BE THE LICENSEE HEREUNDER AND THAT YOU AND THE ORGANIZATION YOU REPRESENT ARE NOT CITIZENS, NATIONALS, OR RESIDENTS OF, AND ARE NOT UNDER CONTROL OF, THE GOVERNMENT OF ANY COUNTRY TO WHICH THE UNITED STATES HAS PROHIBITED EXPORT.  YOU FURTHER REPRESENT AND WARRANT THAT NEITHER YOU NOR THE ORGANIZATION YOU REPRESENT ARE LISTED ON THE UNITED STATES DEPARTMENT OF TREASURY LISTS OF SPECIALLY DESIGNATED NATIONALS, SPECIALLY DESIGNATED TERRORISTS, AND SPECIALLY DESIGNATED NARCOTIC TRAFFICKERS, NOR ARE YOU LISTED ON THE UNITED STATES DEPARTMENT OF COMMERCE TABLE OF DENIAL ORDERS.  IF LICENSEE DOES NOT AGREE WITH ANY OF THIS AGREEMENT, DO NOT INSTALL THIS SOFTWARE, DELETE IT FROM ALL OF LICENSEE'S COMPUTER EQUIPMENT, AND RETURN ANY COPIES SHIPPED TO LICENSEE. YOU UNDERSTAND AND ACKNOWLEDGE THAT, ONCE YOU CLICK ON "I AGREE" BELOW, ANY FEES PAID TO LICENSOR FOR THE SOFTWARE ARE NON-REFUNDABLE AND NON-RETURNABLE.
Please print a copy of this Agreement for your records. 

 
1.	DEFINITIONS.

1.1	"Affiliate" means any corporation, partnership, joint venture, or other entity (1) as to which a party owns or controls, directly or indirectly, stock or other interest representing more than fifty percent (50%) of the aggregate stock or other interest entitled to vote on general decisions reserved to the stockholders, partners, or other owners of such entity; (2) if a partnership, as to which a party or another Affiliate is a general partner; (3) to which a party provides substantial management services under contract; or (4) that a party otherwise is in common control with, controlled by, or controls in matters of management and operations.

1.2	"Agreement" means this Software License Agreement, as may be amended from time to time.

1.3	"Computer" shall mean a single microcomputer, personal computer, workstation, computer terminal, network workstation or network file server.

1.4	A "Derivative Work" means a work that is based on one or more preexisting works, such as a revision, enhancement, modification, translation, abridgment, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement.  For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work. Unless otherwise provided in this Agreement, all references to the Software include any Derivative Works provided by Licensor or authorized to be made by Licensee hereunder.

1.5	"Documentation" means documentation that describes the function and use of each program in sufficient detail to permit use of the Software.
"Intellectual Property Rights" means all intellectual property rights protected by law throughout the world, including all copyrights, copyright registrations and applications, trademark rights (including trade dress), trademark registrations and applications, patent rights (including the right to apply therefor), patent applications (including the right to claim priority under applicable international conventions) and all patents issuing thereon, industrial property rights, inventions (whether or not patentable), together with all utility and design, know-how, specifications, trade names, mask-work rights, trade secrets, moral rights, author's rights, algorithms, rights in packaging, goodwill, and other intellectual and industrial property rights, as may exist now and hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.

1.6	"Licensee" means the single end-user customer organization entering into this Agreement. 

1.7	"Licensor" means Argus Software, Inc., including in its capacity as successor in interest to Realm Business Solutions, Inc., Circle Software Ltd., and Tree Software and Consulting Inc. (treeSoft).

1.8	The "Object Code" of the Software means the programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.

1.9	"Software" means any computer software program provided by Licensor, as applicable to Licensee, comprising the various applications included under this Agreement and any updates, upgrades, enhancements, license keys or other automated copy protection method, error corrections or bug fixes thereto provided by Licensor to Licensee.

1.10	The "Source Code" of the Software means the program(s) written in programming languages, including all comments and procedural code, such as job control language statements, in a form intelligible to trained programmers and capable of being translated into Object Code for operation on computer equipment through assembly or compiling, and may include documentation, such as, flow charts, schematics, statements of principles of operations, and architecture standards,  describing the data flows, data structures, and control logic of the program(s) in sufficient detail to enable a trained programmer through study of such documentation to maintain and/or modify the program(s) without undue experimentation.

2.	LICENCE GRANTS AND RESTRICTIONS.
2.1  Subject to the terms of this Agreement, Licensor grants to Licensee a non-transferable, non-exclusive, non-sublicenseable limited license, under all applicable Intellectual Property Rights, to install, copy, use and display the Software applicable to Licensee on a computer or computer network, owned or controlled solely by Licensee, and to access and permit its employees and consultants to access such Software in accordance with the Documentation, for internal business purposes only.  All rights not expressly granted are reserved by Licensor.  The Software is "installed" on a Computer when it is copied to the hard disk of a Computer.  The Software is in "use" when it is loaded into the Computer's temporary memory (i.e., RAM).  If the Software is installed on a network fileserver, each user agrees to be bound by the terms of this Agreement.  Licensee may use the licensed Software for the benefit of its Affiliates, provided that they assume and abide by the obligations and restrictions established hereunder.  Except as related to the internal business of Licensee and Licensee¡¯s Affiliates, Licensee may not use the Software to process accounts or records, or to generate output data, for the direct benefit of, or for purposes of rendering services to, any other business entities or organizations.

2.2 The license granted to Licensee hereunder is a "perpetual" license and such license to operate the licensed Software will remain in full force and effect until the occurrence of any termination event under Section 12.  

2.3 Except as expressly set forth in this Agreement, Licensee may not: 
(a) (i) decompile, disassemble, or otherwise reverse engineer (except as otherwise required by copyright law) or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure, interoperability interfaces, concepts, construction methods underlying ideas, or file formats of the Software, for any purpose, (ii) remove any identification markings, including but not limited to copyright notices and trademarks, from the Software, or (iii) make any modification, enhancement, or Derivative Work of the Software, or incorporate the Software, or any portion thereof, into or with any other software; or 
(b) copy, sell, lease, assign, distribute or transfer in any manner or form, in whole or in part, the Software. Notwithstanding the foregoing, Licensee may make copies of the Documentation, containing all legends, trademarks, trade names, copyright notices and other identifications associated with the original, to the extent reasonably necessary to operate the licensed Software as set forth in this Agreement.

2.4 Licensee may only use the licensed Software to process data that is related to one or more of the following:

(A) property that Licensee or its Affiliates owns or manages; 
(B) a third party's property in the course of Licensee or its Affiliates providing substantial property management services, financing, mortgage brokerage services, property brokerage services, or a formal appraisal of value by an appraiser licensed or accredited in accordance with industry practices; or
(C) a third party's property for the purpose of investigating the entry by Licensee or its Affiliates into one of the foregoing relationships with respect to the property. Without limiting the foregoing, Licensee may not use the Software to provide third parties a service collecting and/or entering data into the Software, or creating a data model within the Software, or both.

2.5 Licensee may install the licensed Software solely as set forth below; automated copy protection may prevent any further installation without intervention by Licensor:

(A) If Licensee has purchased a "single copy" or "personal computer" or "PC" or "workstation" license, then Licensee may only operate the Software in a single access environment.  Unless otherwise agreed in writing by Licensor, Licensee may not install or use the Software in a Citrix Metaframe, Terminal Server, a network or any another environment that will permit multiple user access.
(B) If Licensee has purchased a "network" or "local area network" or "LAN" or "concurrent user" license, then Licensee may operate the Software only on a single server Computer and only where the concurrent number of users does not exceed the number of paid licenses.  Licensee may not use the Software in a Citrix Metaframe or Terminal Server or similar environment.
(C) If Licensee has purchased a "wide area network" or "WAN" or "Citrix" license, then Licensee may operate the Software within a Citrix Metaframe or Terminal Server environment, but only on a single server Computer and only where the concurrent number of users does not exceed the number of paid licenses.
(D) If Licensee has purchased a "named user" or "single user" license, then Licensee may operate the Software only on a single server Computer and only where the number of individual users (each represented by a user name) does
(E) If Licensee has purchased a "server" license, then the Licensee may operate the Software only on a single server Computer.
(F) It is expressly prohibited to use the software within a virtual (or otherwise emulated) hardware system where the result of such an installation will cause the maximum number of seats or concurrent or named users authorized for use to be exceeded. Use of the Software in such manner constitutes a condition of termination pursuant to Section 12.
2.6 Except as specifically set forth in this Agreement, Licensee acknowledges that this Agreement does not grant Licensee any use or rights to the Software, including, but not limited to, any rights to the Source Code for the Software. 

2.7 Licensee acknowledges that Licensor has, and will from time to time create, other computer software programs that may be based upon or related to the Software and that those other programs are not licensed to Licensee under this Agreement.

2.8 Except as specifically set forth herein, Licensee acknowledges that Licensor has no responsibility for providing Licensee with any services, support, product upgrades or other enhancements for or in connection with, and that Licensor is under no obligation to create any product upgrades or enhancements to, the Software.
 
2.9 Licensee's use of the licensed Software is subject to license and automated copy protection methods used by Licensor.  Licensee agrees not to take or cooperate in any effort to defeat or avoid these protection methods. 

    2. EVALUATION LICENSE 
If Licensee receives the Software for evaluation or without payment of a fee, then this Section applies.  Licensee may use the Software only on a single Computer and only for the purpose of evaluating the functions and performance of the Software.  The Software may not be used for the processing of any business data or for other commercial use.  Licensee acknowledges that evaluation copies of the Software are automatically disabled upon expiration of the designated trial period (at the end of which, Licensee¡¯s license also expires).

4.	OWNERSHIP
4.1 Licensee acknowledges that Licensor is the owner of all Intellectual Property Rights associated with the Software and, except as set forth in this Agreement, Licensor does not grant any rights to or ownership of the Software to Licensee.  Licensee further acknowledges that Licensor retains all rights, title and interest in the Software and Documentation and in all improvements, enhancements, modifications and Derivative Works of the Software including all rights to patent, copyright, trade secret and trademark, regardless of the identity of the creating party.
4.2 Licensee agrees that all trademark and intellectual property notices for the Software will be preserved unmodified.  Licensee further agrees to take all reasonable steps to ensure that unauthorized persons will not have access to any of the Software and that all authorized persons having access will refrain from any disclosure, duplication or reproduction of the Software except to the extent permitted under this Agreement.
4.3 Licensee shall instruct its employees and agents that making unauthorized copies of the Software or Documentation or any portion thereof, or permitting use of the Software and/or Documentation other than in accordance with the terms of this Agreement, constitutes a violation of copyright law and of this Agreement.  If any such employee or agent subsequently makes an unauthorized copy of the Software and/or Documentation or any portion thereof, Licensee shall pay to Licensor the full price for each unauthorized copy, based on Licensor's then current standard rates.
4.4 Licensee agrees not to challenge, directly or indirectly, any right or interest of Licensor in the Software and any improvements, enhancements, modifications and Derivative Works of the Software nor the validity or enforceability of Licensor's rights under applicable law, whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.  Licensee agrees not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Software or any improvements, enhancements, modifications and Derivative Works of the Software or to take any other action which may adversely affect Licensor's rights or interest in the Software and any improvements, enhancements, modifications and Derivative Works of the Software in any jurisdiction. 
4.5 Licensee agrees to notify Licensor immediately and in writing of all circumstances, of which Licensee is aware, surrounding the unauthorized possession or use of the Software by any person or entity.  Licensee agrees to cooperate fully with Licensor, at Licensor's expense, in any litigation relating to or arising from such unauthorized possession or use.


4.6 Licensee acknowledges that, in the event of a breach of its obligations under this Section 4, Licensor may (a) immediately terminate this Agreement, without any liability to Licensee; (b) bring an appropriate legal action to enjoin any such breach of this Agreement without the need to obtain a bond or other security; and (c) recover from Licensee reasonable attorneys'fees and costs in addition to other appropriate relief.

    2. SERVICE PLAN 
Licensor may, from time to time, offer a service plan (a "Service Plan") in connection with the Software on such terms and conditions as Licensor may determine in Licensor¡¯s sole discretion. If Licensor offers a Service Plan for the Software, and Licensee purchases that Service Plan, Licensor will provide Licensee those services at Licensor¡¯s then-current fees and pursuant to Licensor's then-current terms.  If Licensee discontinues a Service Plan, Licensor may require Licensee to pay a reinstatement fee in order to purchase further Service Plans.  If the purchase documentation specifies certain services as included in the Service Plan, then the Service Plan will include only those services as Licensor, at its sole discretion, defines and modifies those specified services from time to time. If the purchase documentation does not specify the services included in the Service Plan, the Service Plan includes only those services that Licensor identifies as being contained within the Service Plan. Service plans for various Software packages may result in different capabilities (for example, upgrades for various editions may be available at different intervals). 
Licensor agrees to provide the services in Licensee¡¯s Service Plan in a similar manner and degree in which Licensor provides those services to Software licensees who purchase the same Service Plan. If Licensor makes Licensee aware of any policies or procedures concerning the use of its services, Licensee agrees to follow those policies or procedures.  Licensor will provide services only with respect to versions and editions of the Software that, in accordance with Licensor's policies, Licensor then currently supports.  Licensor may, at its sole discretion, discontinue any services to Licensee for any version and edition of the Software at any time.  

6.	WARRANTIES AND DISCLAIMERS.
6.1 Licensor does not warrant that the Software will be error-free in all circumstances.  Licensor warrants to Licensee that, on the date of Licensee's initial use of the Software and for a period ending thirty (30) days following that date (the "warranty period"), the licensed Software will perform substantially in accordance with the published specifications and Documentation.  In the event of any defect or error covered by such warranty, Licensee agrees to provide Licensor with sufficient detail to allow Licensor to reproduce the defect or error.  If notified in writing by Licensee during the warranty period, Licensor will, at its sole option, either (a) correct such error or defect in the Software, at no cost to Licensee and within a reasonable time, by issuing corrected instructions, a restriction, or a bypass, or (b) accept return of the Software and Documentation and refund any license fees previously paid by Licensee.  Licensor is not responsible for any defect or error not reported during the warranty period nor any defect or error caused by a program Licensee has modified, misused or damaged.

6.2 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, OR SATISFACTORY QUALITY REGARDLESS OF WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OR OTHERWISE.

    7. LIMITATION OF LIABILITY.
Notwithstanding any provision in this Agreement to the contrary, neither party will be responsible for nor will bear any liability for any damages arising from any use of the Software, or any stoppages, slowdowns, performance problems or other problems that are the result of the Internet or the Licensee¡¯s telecommunications or Internet access providers.  IN NO EVENT WILL EITHER PARTY BE LIABLE OR OBLIGATED UNDER THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (A) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE FEES PAID TO LICENSOR, OR (B) FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND.  THIS SECTION 7 DOES NOT LIMIT LIABILITY UNDER SECTION 8. LICENSEE MAY NOT BRING ANY CLAIM OR ACTION, REGARDLESS OF THE FORM THEREOF, ARISING FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, MORE THAN ONE (1) YEAR AFTER THE DATE OF THE EVENT FROM WHICH THE CLAIM OR ACTION ARISES OR ACCRUES.

8.	INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION.

8.1 Licensor agrees to indemnify, defend and hold Licensee harmless from any third party claim that arises out of Licensee's use of the licensed Software and that alleges that such Software or Documentation infringes a third party's proprietary rights in the United States or United Kingdom, and Licensor agrees to pay all costs (including, but not limited to, court costs and reasonable attorneys'fees), expenses and damages incurred by Licensee in connection with any such action, provided that (a) Licensee promptly notifies Licensor in writing no later than thirty (30) days after Licensee¡¯s notice of any potential claim, (b) Licensee permits Licensor to defend, compromise or settle the claim, and (c) Licensee gives Licensor all available information, reasonable assistance, and authority to enable Licensor to do so.

8.2 If the licensed Software or any portion of the licensed Software becomes, or in Licensor¡¯s opinion is likely to become subject to any claim of infringement, Licensor will either (a) procure for Licensee the right to continue exercising its rights under this Agreement with respect to the Software; or (b) replace or modify the Software to make it non-infringing, or if, neither (a) nor (b) are, in Licensor's sole discretion, commercially feasible, terminate the license to the Software granted herein and refund to Licensee a pro-rated portion of the applicable license fee paid for the Software based on a linear depreciation monthly over a three (3) year useful life, in which case Licensee will return to Licensor all copies of the Software and cease all use of it.
 
8.3 Notwithstanding the foregoing, Licensor will have no liability for any claim of infringement based upon, and Licensee will indemnify and hold Licensor harmless from any costs (including, but not limited to, court costs and reasonable attorneys'fees), expenses and damages against any infringement claim for Licensee¡¯s (a) use of a superseded or altered release of the Software if the infringement would have been avoided by the use of a current unaltered release of the Software that Licensor provided or made available to Licensee; (b) use of Software which has been modified by a party other than Licensor; (c) use of the Software (i) other than in accordance with the terms and conditions set forth in this Agreement; (ii) other than under normal use as set forth in the Documentation, or (iii) in combination with other software or equipment not provided by Licensor if such infringement would not have occurred without such use or combination; or (d) continuing the allegedly infringing activity after notice.



9.	TRADEMARKS.

Licensee acknowledges Licensor's ownership of the trademark(s) in and to the Software names, and all related trademarks and service marks, whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.  Except as set forth in this Agreement, Licensee further acknowledges that it will acquire no interest or goodwill in such trademarks and service marks by virtue of this Agreement or the performance by Licensee of its duties and obligations under this Agreement.  Licensee agrees not to use the name of the Software or Licensor¡¯s trademarks or service marks (or any confusingly similar names or symbols), in whole or in part, as part of Licensee¡¯s business or trade name.

10.	CONFIDENTIALITY.

Certain information contained in the Software is confidential, trade secret, or proprietary in nature.  This includes, but is not limited to, the Software¡¯s Source Code, the detailed workings of each major function of the Software, the compilation of the major functions of the Software, the Software's technical design, the Software's look and feel, the Software's internal data formats and database, and the Software's calculation routines (the "Confidential Information").  Licensee agrees to keep the Confidential Information strictly secret and confidential, except as permitted in this Agreement.  Licensee agrees not to use (or permit use of) Confidential Information for any purpose other than in the licensed use of the Software.  In any case, Licensee may not use (or permit use of) any Confidential Information for the purpose of competing with Licensor or its Affiliates.  Licensee may disclose the Confidential Information if necessary, in the reasonable and written opinion of Licensee's attorney, to comply with any law applicable to Licensee after giving prompt notice to Licensor and cooperating with Licensor's efforts to avoid the requirement to disclose the Confidential Information.  Licensee agrees to safeguard the Software with a degree of care commensurate with reasonable standards of industrial security for protection of this information or with the standards the Licensee uses to protect its own most confidential information, if greater.

11.	EXPORT.

Licensee agrees that it will not, directly or indirectly, download or otherwise export or re-export the Software or Documentation to any country to which the United States has prohibited export, nor to citizens, nationals or residents of those countries.  Licensee further agrees that it will not, directly or indirectly, download or otherwise export or re-export the Software or Documentation to persons on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders.  Licensee agrees that U.S. export control laws and other applicable export and import laws of Licensee¡¯s country govern Licensee's use of the Software, including technical data, and that neither the Software nor any direct product thereof will be exported or re-exported, directly, or indirectly, in violation of these laws, nor will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

12.	TERMINATION.

12.1 The license to operate the Software will terminate on the occurrence of any of the following:

(A) Licensee returns the unopened Software and Licensor, at its sole discretion, accepts the return or Licensee returns the Software, certifies that it has destroyed, uninstalled and rendered unusable all Software, any backup or archival copy of the Software and Licensor, at its sole discretion, accepts the return and certification; or
(B) Licensee fails to pay stated fees; or

(C) Licensee attempts to transfer this Agreement (or any rights or licenses under this Agreement) to any third party, whether by way of assignment, merger, consolidation, amalgamation, or otherwise, without the prior written approval of Licensor; or
(D) Licensee fails to comply with the material terms of this Agreement; or

(E) Licensee is the subject of any proceeding relating to insolvency, bankruptcy, receivership, liquidation, or composition for the benefit of creditors.

12.2 If the license or this Agreement is terminated, Licensee will not be entitled to a refund of any license fee or a credit against or relief from any sum owed by Licensee to Licensor.
12.3 Upon termination of this Agreement, all rights and obligations of the parties shall cease, except for the Licensee's obligations under Sections 4, 7, 8, 9, 10, 11 and 14 and Licensor¡¯s obligations under Section 8, which obligations shall survive the termination of this Agreement.


   13.  THIRD PARTY SOFTWARE - CONNECT. 
This Section only applies to the CONNECT software package.  The Software includes or is accompanied by software developed by the Apache Software Foundation, by Sun Microsystems, Inc., by Oracle Corporation, and by ThinWEB Technologies Inc.  The Oracle and ThinWEB software may or may not be installed in the normal setup of the Software, depending upon the configuration Licensee selects.  The Apache software is subject to the copyright notice, disclaimer, and license conditions accompanying the product, which is also available at http://www.apache.org/licenses. The Sun software is subject to the license agreement and terms accompanying the product.  If installed, the Oracle software is subject to the Oracle software license terms accompanying the product under which Licensor acts as Oracle¡¯s distributor.  If installed, the ThinWEB software is subject to the GNU license terms accompanying the product, which is available at http://www.gnu.org/copyleft/lesser.txt.   
With respect to the ThinWEB software, Licensee agrees that the GNU Lesser General License applies only to the TWFreeTDS driver, and not to any other accompanying software.  In particular, Licensee agrees that no software delivered with the TWFreeTDS driver is a "work based on the Library" subject to Sections 2 or 7 of the GNU license, or a "work that uses the Library" subject to Sections 5 or 6 of the GNU license.  Licensee agrees to abide by all of the foregoing agreements for the benefit of each of those companies.  Alternatively, if Licensee does not agree with any of the foregoing agreements, Licensee may halt the process that would otherwise install these products and acquire them directly from the respective manufacturer.  The links described in this paragraph are subject to change without notice.

14.	GENERAL PROVISIONS.
14.1 This Agreement does not create any relationship of association, partnership, joint venture or agency between the parties.  Neither party will have any right or authority to assume, create or incur any liability or obligation of any kind against or in the name of the other party.

14.2 This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter of this Agreement.  This Agreement merges all previous discussions and negotiations between the parties and supersedes and replaces any and every other agreement, which may have existed between Licensor and Licensee with respect to the contents of this Agreement.  

14.3 Except to the extent and in the manner specified in this Agreement, any modification or amendment of any provision of this Agreement, including this Section 14.3 must be in writing and bear the signature of the duly authorized representative of each party.

14.4 Licensee agrees to pay all taxes related to this Agreement's Software license.  Such taxes include, without limitation, any VAT, sales, use, consumption, withholding or governmental fees, other than taxes based on Licensor's net income or capital structure.  This requirement applies regardless of whether the taxes are imposed by a federal, state, provincial, or local governmental authority.  This requirement applies throughout the Agreement term and after the license termination. This requirement includes taxes imposed retroactively by a taxing authority, less any taxes that Licensor collected from Licensee at the time of purchase.  In no event will Licensor be responsible for determining whether any tax is due by Licensee.

14.5 The failure of either party to exercise any right granted under this Agreement, or to require the performance by the other party of any provision of this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement.  

 
14.6 Licensee may not sell, assign or transfer any of its rights, duties or obligations under this Agreement without the prior written consent of Licensor.  Licensor may assign or transfer this Agreement or any of its rights, duties and obligations.


14.7 The parties agree that no person or entity who is not a party to this Agreement will be deemed to be a third-party beneficiary or entitled to any rights under this Agreement. 

14.8 All notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be sufficiently given to a party if delivered personally or mailed by registered or certified mail, postage prepaid, return receipt requested, or by expedited delivery by an internationally-recognized courier, to the address for such party set forth above or to such other address or person as either party may from time to time designate to the other in writing.  Any such notice or other communication shall be deemed to be given as of the date it is personally delivered, five (5) days after its being deposited in the mail, or three (3) days after being deposited with an internationally-recognized courier for expedited delivery.

14.9 Except for failure to make payments when due, neither party hereto will be liable to the other by reason of any failure in performances of this Agreement if the failure arises out of the unavailability of third-party communication facilities or energy sources, acts of God, acts of the other party hereto, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorist threats or attacks, war, failure of the Internet, failure or error of any Internet access provider, failure or impairment of any lines of transmission belonging to any third party, or failure or impairment of any third-party server, router, other equipment or software through which Internet transmissions occur, or any cause beyond the reasonable control of that party.

14.10 If any provision of this Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such provision will to such extent as it is determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement will otherwise remain in full force and effect. Furthermore, it is the intention of the parties that in lieu of such illegal, invalid, or unenforceable provision, there automatically be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
 
14.11 In the event a dispute arises under this Agreement, the prevailing party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney's fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.
 14.12 Licensee may not publicize or disclose to any third party any of the terms or provisions of this Agreement, or the discussions relating to any of the contents of this Agreement, without the prior written consent of a duly authorized officer of the Licensor, except as required by law.  
Any dispute under this Agreement shall be resolved under the substantive laws of the State of Texas in a court of competent jurisdiction in Harris County, Texas. However, notwithstanding the foregoing, with respect to Licensees located in the European Union, any dispute shall be resolved under the laws of England and Wales at proceedings held in London, England. In the event that any aspect of this Section 14.13 is held by any court to be invalid including with respect to disputes involving Licensee located outside of the U.S.A. and the European Union, any such dispute shall be resolved by binding arbitration under the Commercial Arbitration Rules of the International Chamber of Commerce in effect on the Effective Date of this Agreement.  The proceedings shall be held in London, England, and shall be conducted in English.  No effect shall be given to the conflict of laws principles of Texas or to the United Nations Convention on Contracts for the International Sale of Goods.  

14.13 Notwithstanding the foregoing, in the event that a party does not comply with the ruling of a court or arbitrator following resolution of a dispute pursuant to this Section 14.14, or should a party find it necessary to preserve and protect its intellectual property rights, such party is entitled to seek and obtain injunctive or other equitable relief from any court of competent jurisdiction.

14.14 The parties have required that this Agreement and all documents related thereto be drawn up in English; les parties ont demande que cette convention ainsi que tous les documents que s'y attachent soient rediges en anglais.
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