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<html> <head> <meta http-equiv="Content-Type" content="text/html; charset=windows-1252"> <title>New Page 1</title> </head> <body> <p>Milonic Solutions Software License Agreement<br> <br> <br> These Terms apply to any of the software developed by Milonic Solutions Ltd.<br> <br> <br> BY DOWNLOADING AND/OR USING SOFTWARE FROM OUR WEB SITE, THE INDIVIDUAL OR <br> ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND <br> IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF <br> THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE ANY OF THE <br> SOFTWARE DEVELOPED BY MILONIC SOLUTIONS LTD.<br> <br> <br> 1. LICENSE AGREEMENT. In this Agreement "Licensor" shall mean Milonic <br> Solutions Ltd except under the following circumstances: (i) if Licensee <br> acquired the Product as a bundled component of a third party product or <br> service, then such third party shall be Licensor; and (ii) if any third <br> party software is included as part of the default installation and no <br> License is presented for acceptance the first time that third party software <br> is invoked, then the use of that third party software shall be governed by <br> this Agreement, but the term "Licensor," with respect to such third party <br> software, shall mean the manufacturer of that software and not Milonic <br> Solutions Ltd. With the exception of the situation described in (ii) above, <br> the use of any included third party software product shall be governed by <br> the third party's License agreement and not by this Agreement, whether that <br> License agreement is presented for acceptance the first time that the third <br> party software is invoked, is included in a file in electronic form, or is <br> included in the package in printed form. If more than one License agreement <br> was provided for the Product, and the terms vary, the order of precedence of <br> those License agreements is as follows: a signed agreement, a License <br> agreement available for review on the Milonic Solutions website, a printed <br> or electronic agreement that states clearly that it supersedes other <br> agreements, a printed agreement provided with the Product, an electronic <br> agreement provided with the Product.<br> <br> <br> 2. LICENSE GRANT. Licensor grants Licensee a non-exclusive and <br> non-transferable License to reproduce and use for personal or internal <br> business purposes either the source code version of the Product in the case <br> of DHTML/JavaScript or otherwise executable, provided any copy must contain <br> all of the original proprietary notices. This License does not entitle <br> Licensee to receive from Milonic Solutions Ltd hard-copy documentation, <br> technical support, telephone assistance, or enhancements or updates to the <br> Product unless a specific Product has been purchased by the Licensee that <br> clearly states otherwise. Licensor warrants that it has the right to grant <br> the foregoing license free and clear of third party intellectual property <br> claims, and should any third party intellectual property claims arise <br> Licensor will defend and hold Licensee harmless from such claims.<br> <br> <br> 3. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, <br> or in another Licensor agreement to which Licensee is a party such as a <br> distribution agreement, Licensee may not: (i) decompile, disassemble, <br> reverse engineer, or otherwise attempt to derive the source code for the <br> Product (except to the extent applicable laws specifically prohibit such <br> restriction); (ii) redistribute, encumber, sell, rent, lease, sublicense, or <br> otherwise transfer rights to the Product; (iii) remove or alter any <br> trademark, logo, copyright or other proprietary notices, legends, symbols or <br> labels in the Product; or (iv) publish any results of benchmark tests run on <br> the Product to a third party without Licensor's prior written consent.<br> <br> <br> 4. FEES. There is no License fee for the Product as long as all action has <br> been taken with regard to the free Product instructions and the product is <br> being used on a non-profit basis. Appropriate License fees are applicable if <br> the product is being used directly or indirectly in any commercial <br> application or web site. Multiple copies of the product will each require <br> separate Licenses. If Licensee wishes to receive the Product on media, there <br> may be a small charge for the media and for shipping and handling. Licensee <br> is responsible for any and all taxes.<br> <br> <br> 5. TERMINATION. Without prejudice to any other rights, Licensor may <br> terminate this Agreement if Licensee breaches any of its terms and <br> conditions. Upon termination, Licensee shall destroy all copies of the <br> Product.<br> <br> <br> 6. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property <br> rights in the Product shall remain in Milonic Solutions Ltd and/or its <br> suppliers. Licensee acknowledges such ownership and intellectual property <br> rights and will not take any action to jeopardize, limit or interfere in any <br> manner with Milonic Solution' or its suppliers' ownership of or rights with <br> respect to the Product. The Product is protected by copyright and other <br> intellectual property laws and by international treaties. Title and related <br> rights in the content accessed through the Product is the property of the <br> applicable content owner and is protected by applicable law. The License <br> granted under this Agreement gives Licensee no rights to such content.<br> <br> <br> 7. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED FREE OF CHARGE, AND, <br> THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING <br> WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, <br> FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE <br> QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE <br> PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS <br> SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN <br> ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT <br> LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS <br> ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART <br> OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT <br> UNDER THIS DISCLAIMER.<br> <br> <br> 8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE <br> LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR <br> ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF <br> THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, <br> DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR <br> MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF <br> ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE <br> THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY <br> CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT <br> SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS <br> LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY MILONIC <br> SOLUTIONS LTD UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE <br> EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR <br> TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH <br> CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF <br> INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY <br> NOT BE APPLICABLE. MILONIC SOLUTIONS LTD IS NOT RESPONSIBLE FOR ANY <br> LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT <br> IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH <br> CONTENT.<br> <br> <br> 9. HIGH RISK ACTIVITIES. The Product is not fault-tolerant and is not <br> designed, manufactured or intended for use or resale as on-line control <br> equipment in hazardous environments requiring fail-safe performance, such as <br> in the operation of nuclear facilities, aircraft navigation or communication <br> systems, air traffic control, direct life support machines, or weapons <br> systems, in which the failure of the Product could lead directly to death, <br> personal injury, or severe physical or environmental damage ("High Risk <br> Activities"). Accordingly, Licensor and its suppliers specifically disclaim <br> any express or implied warranty of fitness for High Risk Activities. <br> Licensee agrees that Licensor and its suppliers will not be liable for any <br> claims or damages arising from the use of the Product in such applications.<br> <br> <br> 10. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement <br> between the parties concerning the subject matter hereof. (b) This Agreement <br> may be amended only by a writing signed by both parties. (f) If any <br> provision in this Agreement should be held illegal or unenforceable by a <br> court having jurisdiction, such provision shall be modified to the extent <br> necessary to render it enforceable without losing its intent, or severed <br> from this Agreement if no such modification is possible, and other <br> provisions of this Agreement shall remain in full force and effect. (g) The <br> controlling language of this Agreement is English. If Licensee has received <br> a translation into another language, it has been provided for Licensee's <br> convenience only. (h) A waiver by either party of any term or condition of <br> this Agreement or any breach thereof, in any one instance, shall not waive <br> such term or condition or any subsequent breach thereof. (i) The provisions <br> of this Agreement which require or contemplate performance after the <br> expiration or termination of this Agreement shall be enforceable <br> notwithstanding said expiration or termination. (j) Licensee may not assign <br> or otherwise transfer by operation of law or otherwise this Agreement or any <br> rights or obligations herein except in the case of a merger or the sale of <br> all or substantially all of Licensee's assets to another entity. (k) This <br> Agreement shall be binding upon and shall inure to the benefit of the <br> parties, their successors and permitted assigns. (l) Neither party shall be <br> in default or be liable for any delay, failure in performance (excepting the <br> obligation to pay) or interruption of service resulting directly or <br> indirectly from any cause beyond its reasonable control. (m) The <br> relationship between Licensor and Licensee is that of independent <br> contractors and neither Licensee nor its agents shall have any authority to <br> bind Licensor in any way. (n) If any dispute arises under this Agreement, <br> the prevailing party shall be reimbursed by the other party for any and all <br> legal fees and costs associated therewith. (o) If any Milonic Solutions Ltd <br> professional services are being provided, then such professional services <br> are provided pursuant to the terms of a separate Professional Services <br> Agreement between Milonic Solutions Ltd and Licensee. The parties <br> acknowledge that such services are acquired independently of the Product <br> licensed hereunder, and that provision of such services is not essential to <br> the functionality of such Product. (p) The headings to the sections of this <br> Agreement are used for convenience only and shall have no substantive <br> meaning. (q) Licensor may use Licensee's name in any customer reference list <br> or in any press release issued by Licensor regarding the licensing of the <br> Product and/or provide Licensee's name and the names of the Product licensed <br> by Licensee to third parties. (r) Text links linking to milonic.com must be<br> readable and must never be hidden, at least font size 9pt must be used.<br> <br> </p> </body> </html>