PLEASE READ THIS AGREEMENT CAREFULLY END USER LICENSE AGREEMENT This end user license agreement

PLEASE READ THIS AGREEMENT CAREFULLY

END USER LICENSE AGREEMENT

This end user license agreement ("Agreement") is between you, either an individual, or an entity, ("Licensee" or "you") and Four J's Development Tools Ltd. ("Four J's").

BY RESPONDING "Yes" TO THE QUERY BELOW, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE TO ANY OF THE TERMS BELOW, FOUR J'S IS UNWILLING TO LICENSE THE LICENSED SOFTWARE (AS DEFINED BELOW) TO LICENSEE, AND LICENSEE SHOULD CLICK ON THE "REFUSE" BUTTON BELOW

1. DEFINITIONS. As used in this Agreement:
"Documentation" means the user manuals (in written or electronic form) provided to Licensee along with the Licensed Software.
"Executable Code" means the fully compiled version of a software program that can be executed by a computer and used by an end user without further compilation.
"Licensed Software" means the software program or programs for which Licensee has purchased a license (including, for Licensees of the "Class A" products defined in Section 10.1 only, any runtime modules intended for redistribution by Licensee (the Redistributables")), and any modified, updated or enhanced versions of such programs that Four J's may provide to Licensee pursuant to this Agreement or to a separate maintenance and support agreement.
"Source Code" means the human-readable version of a software program that can be compiled into Executable Code.
2. LICENSE GRANTS. Subject to Licensee's full compliance with the terms and conditions of this Agreement, Four J's grants to Licensee (i) a non-
exclusive, non-transferable license to use the Licensed Software (in Executable Code form only) in accordance with the Documentation, and to make a single copy of the Licensed Software solely for backup or archival purposes; and (ii) (for Licensees of the "Class A" products defined in Section 10.1 only) a non-exclusive, non-transferable license to use, reproduce and distribute (solely to end users who have purchased appropriate runtime licenses from Four J's) the Redistributables (in Executable Code form only) solely as part of an application developed by Licensee. Licensee may not distribute Redistributables on a standalone basis. The Licensed Software may only be used in accordance with the Documentation. Four J's grants to Licensee a non-exclusive, non-transferable license to use the Documentation. When applicable, Four J's will communicate a new activation key if Licensee certifies in writing that Licensee must install the Licensed Software on a new computer because of update, theft, or breakdown. This license is granted to Licensee only for the number of concurrent users and/or CPU's specified in a valid purchase order accepted by Four J's. For the avoidance of doubt, each CPU running in a single machine of multiple CPU's shall be counted for purposes of determining the number of CPU licenses required for that machine.
3. RESTRICTIONS ON USE. Licensee acknowledges that the Licensed Software and its structure, sequence, organization and Source Code constitute valuable trade secrets of Four J's and/or its suppliers. Accordingly, except as specifically authorized herein, Licensee agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Licensed Software; (b) merge the Licensed Software with other software; (c) sublicense, lease, rent, loan, disclose, or otherwise transfer or allow use of the Licensed Software to or by any third party, including outsourcing personnel, (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Source Code of the Licensed Software; or (e) otherwise use or copy the Licensed Software. Notwithstanding the foregoing, decompiling the Licensed Software is not permitted to the extent the laws of Licensee's jurisdiction give Licensee the right to do so to obtain information necessary to render the Licensed Software interoperable with other software; provided, however, that Licensee must first request such information from Four J's and Four J's may, in its discretion, either provide such information to Licensee or impose reasonable conditions, including a reasonable fee, on such use of the Licensed Software to ensure that Four J's' and its suppliers' proprietary rights in the Licensed Software are protected. Licensee agrees not to use the Licensed Software to develop or market a product similar or competitive with the Licensed Product.
4. INSTALLATION AND ACCEPTANCE. Licensee will be responsible for installing the Licensed Software on its computers as permitted under this Agreement. The Licensed Software will be deemed accepted upon delivery. If you are installing the Licensed Software on behalf of the Licensee listed on a purchase order, such Licensee must be the party clicking through the "I Accept" button and agreeing to the terms of this Agreement. If you do so on behalf of the Licensee, you and/or your organization shall be jointly bound by the terms of this Agreement and responsible for any breach hereof.
5. WARRANTIES. 1. Performance. (a) For a period of sixty (60) days after shipment of the Licensed Software (other than the "Class B" products defined in Section 10.2) to Licensee (the "Software Warranty Period"), Four J's warrants that the Licensed Software, when used as delivered by Four J's and as permitted under this Agreement and in accordance with the Documentation (including use on a computer hardware and operating system platform supported by Four J's) will operate substantially as described in the Documentation. (b) for the "Class B" products defined in Section 10.2, Four J's makes on warranties, express, implied or statutory. THE "CLASS B" PRODUCTS DEFINED ON SECTION 10.2 ARE PROVIDED ON AN AS IS BASIS. (c) Four J's does not warrant the Licensee's use of the Licensed Software will be error free or uninterrupted. Four J's, will at its own expense and as its sole obligation and Licensee's exclusive remedy for any breach of the above warranty, use commercially reasonable efforts to correct or provide a workaround for any reproducible error in the Licensed Software reported to Four J's by Licensee in writing during the Software Warranty Period or, if Four J's determines that it is unable to correct the error or provide a workaround Four J's will refund to Licensee the license fee paid for the Licensed Software, in which case this Agreement and Licensee's right to use the Licensed Software will be terminated. Any such error correction or workaround provided to Licensee will not extend the original Software Warranty Period.
2. Disclaimers. THE EXPRESS WARRANTIES IN THIS SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LICENSED SOFTWARE, INCLUDING ANY WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Because some jurisdictions do not permit the exclusion of implied warranties, this disclaimer may not apply to you. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY ANY OF FOUR J'S SUPPLIERS. This warranty gives you specific rights, and your may also have other rights that vary by jurisdiction.
6. INFRINGEMENT CLAIMS. Four J's will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Licensed Software infringes any U.S. copyrights or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law, and Four J's will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee notifying Four J's promptly in writing of such action, Licensee giving Four J's sole control of the defense thereof and any related settlement negotiations, and Licensee cooperating and, at Four J's request and expense, assisting in such defense. If the Licensed Software becomes, or in Four J's opinion is likely to become, the subject of an infringement claim, Four J's may, at its option and expense, either (a) procure for Licensee the right to continue using the Licensed Software, (b) replace or modify the Licensed Software so that it becomes non-
infringing, or (c) accept return of the Licensed Software and give Licensee a refund for the License Fees paid by Licensee less a reasonable allowance for the period of time Licensee has used the Licensed Software. Notwithstanding the foregoing, Four J's will have no obligation under this Section 6 or otherwise with respect to any infringement claim based upon (i) any use of the Licensed Software not in accordance with this Agreement or for purposes no intended by Four J's, (ii) any use of the Licensed Software in combination with other products, equipment, software, or data not supplied by Four J's to the extent such combination is the cause of any claim, (iii) any use of any release of the Licensed Software other than the most current release made available to Licensee, or (iv) any modification of the Licensed Software by any person other than Four J's. THIS SECTION 6 STATES FOUR J'S ENTIRE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
7. LIMITATIONS OF LIABILITY. IN NO EVENT WILL FOUR J'S BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SEPCIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. FOUR J'S TOTAL CUMULATIVE LIABILITY IN CONNECITON WITH THIS AGREEMENT AND THE LICENSED SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO FOUR J'S HEREUNDER. THE LICENSED SOFTWARE IS NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE OR MASS DESTRUCTION, AND LICENSEE AGREES THAT FOUR J'S WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE LICENSED SOFTWARE. LICENSEE ACKNOWLEDGES THAT THE FEES PAID HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FOUR J'S WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY, IN ADDITION, LICENSEE DISCLAIMS ALL LIABILITY OF ANY KIND OF FOUR J'S SUPPLIERS.
8. TERM AND TERMINATION
1. Term. The term of this Agreement will begin on the Effective Date and will continue indefinitely unless terminated pursuant to Section 8.2.
2. Termination. Licensee may terminate this Agreement at any time, with or without cause, upon written notice to Four J's. This Agreement will automatically terminate if (a) Licensee breaches any provision in Section 3, or (b) Licensee breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from Four J's.
3. Effects of Termination. Upon termination of this Agreement for any reason, (i) all license rights granted in this Agreement will immediately cease to exist, (ii) Licensee must promptly discontinue all use of the Licensed Software, erase all copies of the Licensed Software and Documentation on tangible media in Licensee's possession or control and certify in writing to Four J's that it has fully complied with these requirements, and (iii) (for Licensees of the "Class A" products defined in Section 10.1 only) Licensee must promptly discontinue the use, reproduction, and distribution of the Redistributables. Section 1 ("Definitions"), 3 ("Restrictions on Use"), 5 ("Warranties"), 7 ("Limitation of Liability"), 8.3 ("Effects of Termination"), and 9 ("General") will survive termination of this Agreement for any reason.
9. GENERAL
1. Proprietary Rights. The Licensed Software and Documentation, and all worldwide intellectual property rights therein, are the exclusive property of Four J's and its suppliers. All rights in and to the Licensed Software not expressly granted to Licensee in this Agreement are reserved by Four J's and its suppliers. Without limiting the foregoing, no license to use the trademarks or trade names of Four J's or its suppliers is granted hereby. Nothing in this Agreement will be deemed t o grant, by implication, estoppel or otherwise, a license under any of Four J's' existing or future patents; Four J's agrees that it will not assert any of its rights under such patents against Licensee based upon the exercise by Licensee of the licenses granted in Section 2. Licensee will not remove, alter, or obscure any proprietary notices (including copyright notices) of Four J's or its suppliers on the Licensed Software or the Documentation.
2. No Maintenance Support. Four J's is not required to provide any maintenance or support services to any party under this Agreement.
3. Compliance with Laws. Licensee will comply with all applicable export and import control laws and regulations in its use of the Licensed Software and, in particular, Licensee will not export or re-
export the Licensed Software without all required United States and foreign government licenses. Licensee will defend, indemnify, and hold harmless Four J's from and against any violation of such laws or regulations by Licensee or any of its agents, officers, directors, or employees.
4. Assignments. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement (including its licenses with respect to the Licensed Software) to any third party without Four J's' prior written consent except pursuant to a merger, sale, acquisition, corporate reorganization or other change of control event of Licensee in its entirety. Any attempted assignment or transfer in violation of the foregoing will be void. Four J's may transfer or assign this Agreement in connection with any merger, sale, acquisition, consolidation, corporate reorganization or change of control event, including sale of any or all of the assets to which the Agreement might relate.
5. U.S. Government End Users. If Licensee is a branch or agency of the United States Government, the following provision applies. The Licensed Software and Documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 27.7202-3 (JUN 1995).
6. Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner.
7. Governing Law and Venue. This Agreement will be governed by the laws California, as such laws apply to contracts between California residents to be performed entirely within California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You agree that any action or proceeding arising from or relating to this Agreement brought by you must be brought in a court in California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding the foregoing: (i) you consent to entry and execution of any California judgment against you in any jurisdiction where you conduct or maintain business or assets; and, (ii) you agree that Four J's may bring an action against you in any jurisdiction it elects for the purpose of enforcing its rights under this Agreement and/or related to its intellectual property rights.
8. Remedies. Except as provided in Sections 5 and 6, the parties' rights and remedies under this Agreement are cumulative. Licensee acknowledges that the Licensed Software contains valuable trade secrets and proprietary information of Four J's, that any actual or threatened breach of Section 3 will constitute immediate, irreparable harm to Four J's for which monetary damages would be an inadequate remedy, and that injunctive relief is any appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorney's fees, court costs and other collection expenses, in addition to any other relief it may receive.
9. Miscellaneous. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement the word "including" means "including but not limited to." This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supercedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document originally signed in ink by both parties. The terms on any purchase order or similar document submitted by Licensee to Four J's will have no effect.
10. PRODUCTS
1. "Class A" products are the products primarily used for development purposes.
2. "Class B" products are the products primarily used to deploy applications developed with "Class A" products.