LIMITED LICENSE AGREEMENT

"We," "us," and "our" refers to Auguri Corporation. "You" and "your" refers to the individual or entity that has ordered and/or uses the Programs from Auguri. "Programs" refers to the software product which you have ordered and/or are using, including Program documentation. "License" refers to your right to use the Programs under the terms of this Agreement. This Agreement is governed by the substantive and procedural laws of California. You and Auguri agree to submit to the exclusive jurisdiction of, and venue in, the courts of California in the county of San Mateo, in any dispute relating to this Agreement.

We are willing to license the Programs to you only upon the condition that you accept all of the terms contained in this Agreement. If you are not willing to be bound by these terms, you are not authorized to install or use the Software.

License Rights

We grant you a nonexclusive, nontransferable limited license to use the Programs only for purposes of developing and prototyping your applications, and not for any other purpose. If you use the applications you develop under this license for any internal data processing or for any commercial or production purposes, or you want to use the Programs for any purpose other than as permitted under this agreement, you must contact us, or an Auguri reseller, to obtain an additional license. We may audit your use of the Programs.

Ownership and Restrictions

We retain all ownership and intellectual property rights in the Programs. The Programs may be installed on one (1) computer only, and used by only one (1) person in the operating environment identified by us. You may make only one (1) copy of the Programs for backup purposes.

You may not:

  • use the Programs for your own internal data processing or for any commercial or production purposes, or use the Programs for any purpose except the development and prototyping of your applications;
  • use the applications you develop with the Programs for any internal data processing or commercial or production purposes without securing an appropriate license from us;
  • remove or modify any Program markings or any notice of our proprietary rights;
  • make the Programs available in any manner to any third party;
  • use the Programs to provide third party training;
  • assign this Agreement or give or transfer the Programs or an interest in them to another individual or entity;
  • cause or permit reverse engineering or decompilation of the Programs;
  • reproduce, copy or adopt in any manner, directly or indirectly, similar functionality offered by our software;
  • copy, adopt, or otherwise use in any manner, directly or indirectly, the look and feel or trade dress of our software;
  • disclose results of any Program benchmark tests without our prior consent;
  • use any Auguri name, trademark or logo for any purpose whatsoever without our prior written consent; or
  • violate any of the terms of this Agreement.

Export

You agree that U.S. export control laws and other applicable export and import laws govern your use of the Programs, including technical data. You agree that neither the Programs nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

Disclaimer of Warranty and Exclusive Remedies

THE PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No Technical Support

We will not provide technical support, phone support, or updates to you for any of the Programs licensed under this Agreement.

Term of Agreement

The license provided under this Agreement is valid for thirty (30) days from the delivery or download date. Any use of the Programs after the 30-day period requires you to obtain an additional license from Auguri Corporation. Any attempt to extend the term of this Agreement will be void unless in writing and signed by us.

End of Agreement

This Agreement will end upon the earlier of the expiration of the 30-day term, or termination of this Agreement by you or us. You may terminate this Agreement by destroying all copies of the Programs. We have the right to terminate this Agreement and thereby cancel your right to use the Programs if you fail to comply with any of the terms of this Agreement, in which case you will destroy all copies of the Programs. Upon expiration or termination of this Agreement, you will stop using the Programs in any manner, and destroy all copies of the Programs.

Relationship Between the Parties

The relationship between you and us is that of licensee/licensor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this Agreement shall be construed to limit either party's right to independently develop or distribute software that is functionally similar to the other party's products, so long as proprietary information of the other party is not included in such software.

Restricted Rights

Use, duplication or disclosure by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable. The manufacturer is Auguri Corporation, P.O.Box 4183, Menlo Park, CA 94026, U.S.A.

Open Source

"Open Source" software is software available without charge for use, modification and distribution. It is often licensed under terms that require the user to make the user's modifications to the Open Source software or any software that the user 'combines' with the Open Source software freely available in source code form. If you use Open Source software in conjunction with the Programs, you must ensure that your use does not: (i) create, or purport to create, obligations of us with respect to the Programs; or (ii) grant, or purport to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in the Programs. For example, you may not develop a software program using an Auguri Program and an Open Source program where such use results in a program file(s) that contains code from both the Auguri Program and the Open Source program (including without limitation libraries) if the Open Source program is licensed under a license that requires any "modifications" be made freely available. You also may not combine the Auguri Program with programs licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the Auguri Program or any modifications thereto to become subject to the terms of the GPL.

Entire Agreement

You agree that this Agreement is the complete agreement governing the Programs, and this Agreement supersedes all prior or contemporaneous agreements or representations. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. Any attempt to modify this Agreement in any manner will be void unless in writing and signed by us.