HEPArts, Inc.

Software License Agreement

Read this Software License Agreement carefully.
Any use of the Software and related documentation downloaded from this server by You is governed by the terms of this Software License Agreement.

1. Definitions

1.1 ``Software'' shall mean any computer software and all related documentaion that is downloaded from this server.

1.2 ``You'' or ``Your'' shall mean the ``Licensee'' or individual who is downloading the software.

1.3 ``HEPArts'' shall mean HEPArts, Inc., Louisville, KY, and/or its suppliers, who is the ``Licensor'' of the Software.

1.4 ``License'' shall mean this Software License Agreement.

1.5 ``Authorized User'' shall mean You or Your personnel.

2. Acceptance of License

You must first agree to all terms of this License before downloading any Software. You will need valid License and Activation Codes to install and operate the Software, which you will receive only if You agree to all terms. By clicking the Acceptance Button, You consent to be bound by all terms of this License. If You do not agree to all terms, You must select the Cancel Button and must not install or use the software.

3. Grant of License

HEPArts grants to You, and You hereby accept a personal, non-transferable, and non-exclusive right and license to use the Software subject to all terms and conditions as set forth in this License.

4. Permitted Uses

You may only use the Software as follows:
4.1 The executable code version of the Software will only be installed and used by You for personal or internal business purposes on a single computer.

4.2 You have the right to maintain one (1) off-line media copy of the Software solely for backup purposes.

4.3 Any licensed copy of the Software may only be used on one computer by a single Authorized User at any given time.

5. Prohibited Uses

All other uses of the Software, including but not limited to the following, are strictly prohibited.

5.1 To modify, adapt, translate, localize, reverse engineer, decompile, disassemble, create any derivative works, or attempt to derive the source code of the Software.

5.2 To remove or alter any trademark, logo, copyright or other proprietary notice, legend, symbol or label in the Software.

5.3 To redistribute, sell, rent, lease, sublicense, or otherwise transfer rights or authorize access to the Software to anyone other than an Authorized User.

5.4 To copy or allow copying of the Software, except as set forth in Section 4.2.

6. Term and Termination of License

The License shall be valid for a period of twenty-five (25) years or until it is terminated. This license shall be terminated immediately if You purchase an upgraded version of the Software or if You breach any term or condition of this License. Upon termination or expiration of this License, you shall immediately cease using and destroy all copies of the Software.

7. Exclusion of Other Services

This License does not entitle You to receive any hard-copy documentation, technical support, telephone assistance, enhancement, maintenance, or update of the Software from HEPArts. Any professional services provided by HEPArts are provided pursuant to the terms of a separate Professional Services Agreement between You and HEPArts. Such services are acquired independently of this License, and the provision of such services is not essential to the functionality of the Software.

8. Proprietary Rights

The Software is protected by copyright, other intellectual property, and international treaty laws. The Software is solely owned by HEPArts, except for those portions licensed from third parties, and HEPArts is the holder of all copyright and intellectual property rights to the Software, including but not limited to, the Software code, structure, sequence, organization, ``look and feel'', programming language and compilation of command names. All title, ownership and intellectual property rights of the Software shall remain with HEPArts. This License only provides You with a limited use of the Software, and no ownership of any intellectual property.

9. Disclaimer of Warranty

The Software is provided ``AS IS'', without warranty of any kind, express or implied. All warranties of Merchantability, Satisfactory Quality, Fitness for a Particular Purpose, Title, or Non-Infringement of third party rights are specifically excluded and disclaimed.

HEPArts does not warrant that

9.1 the Software will meet Your requirements,
9.2 the operation of the Software will be uninterrupted or error or virus-free, or
9.3 Software defects will be corrected.

HEPArts does not make any representations regarding the use of the Software as related to its correctness, accuracy, reliability, or otherwise. You assume all responsibility for the selection, installation, use and results obtained from the Software. You should not substitute the Software for Your own independent judgement. All results produced by the Software shall not be considered the recommendations of HEPArts. You also assume all costs related to servicing, repair, or correction from use of the Software.

No oral or written information given by HEPArts shall in any way create a warranty or be construed to enlarge the scope of the warranty as stated in this License. No use of the Software is authorized pursuant to this License except as set forth under this disclaimer. To the extent that this Warranty is inconsistent with the jurisdiction where You use the Software, the Warranty shall be deemed modified consistent with such local law. Under such local law, certain limitations and exclusions may not apply, and You may have additional rights which vary from jurisdiction to jurisdiction.

10. Limitation of Liability

HEPArts shall not be liable for any indirect, special, incidental or consequential damages arising out of the use, reliance, or inability to use the Software, including but not limited to all damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of profits, loss of information, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory upon which the claim is based. In no event shall HEPArts be liable for any damages exceeding the amounts paid by You to HEPArts for the Software. HEPArts is not responsible for any liability arising out of content provided by You or a third party that is created or modified through use of the Software. To the extent that this Limitation on Liability is inconsistent with the jurisdiction where You use the Software, the Limitation on Liability shall be deemed modified consistent with such local law. Under such local law, certain limitations and exclusions may not apply, and You may have additional rights which vary from jurisdiction to jurisdiction. This Limitation shall not apply to liability for death or personal injury to the extent prohibited by applicable law.

11. High Risk Activities Disclaimer

The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, including but not limited to the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (``High Risk Activites''). HEPArts specifically disclaims any express or implied warranty of Fitness for High Risk Activities. HEPArts shall not be liable for any claims or damages arising from the use of the Software in such applications.

12. U.S. Government Restricted Rights

Any Software downloaded from this server for or on behalf of the United States of America, its agencies and/or instrumentalities (``U.S. Government''), is provided with restrictive rights. Use, duplication, or disclosure of Software by the U.S. Government is subject to the restrictions set forth in DFARS 227.7200 - 227.7202-4 or subparagraphs (c)(1) and (2) of 48 C.F.R. 52.227-19, as applicable. The manufacturer is HEPArts, Inc., Louisville, KY.

13. Miscellaneous

13.1 Controlling Language:

English is the controlling language of this License. If You have received a translation into another language, it has been provided for Your convenience only.

13.2 Blue Pencil Clause:

If any provision in this License shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the License shall not be effected. Such legally invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified form, such provision shall then be enforceable and enforced.

13.3 Waiver:

A waiver by either party of any term or condition of this License or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

13.4 Independent Contractor:

It is the intent of both parties to this License that HEPArts is at all times acting as an independent contractor. Nothing in this License or otherwise shall in any way be construed to establish any relationship between You and HEPArts other than that of an independent contractor.

13.5 Entire Agreement:

This License constitutes the full and complete understanding of You and HEPArts with respect to the subject matter contained in this License, and amends and supersedes in its entirety all prior and contemporaneous agreements and understandings with respect to that subject matter. This License shall only be amended in a writing signed by both parties.

13.6 Headings:

The headings to the sections in this License are used for convenience only and shall have no substantive meaning.

13.7 Choice of Law:

This License shall be construed and governed by the laws of the State of Kentucky, U.S.A., exclusive of that state's conflicts of laws provisions. This License shall not be construed or governed by the United Nations Convention on Contracts for the International Sale of Goods.

13.8 Arbitration, Costs, and Attorneys' Fees:

Unless otherwise agreed to in writing by both parties, all disputes relating to this License shall be subject to final and binding arbitration in Jefferson County, Kentucky, U.S.A., except those relating to the intellectual property rights of the Software. All disputes relating to the intellectual property rights of the Software shall be adjudicated in the state courts located in Jefferson County, Kentucky, U.S.A. In either event, each party shall pay its own fees, costs, and attorneys' fees.

14. Jurisdictions Located Outside the United States

If You are in a jurisdiction located outside the United States of America, then the provisions of this Section shall apply.

14.1 Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui s'y rattache, soient rediges en langue anglaise.
(Translation: ``The parties confirm that this Agreement and all related documentation is and will be in the English language.'')

14.2 You are responsible for complying with any local laws in Your jurisdiction which might impact Your right to import, export or use the Software. You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.