END-USER LICENSE AGREEMENT FOR SYWARE SOFTWARE

IMPORTANT-READ CAREFULLY: This SYWARE End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and SYWARE Corporation for the SYWARE software product(s) accompanying this EULA, which include(s) computer software and may include "online" or electronic documentation, associated media, and printed materials ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT or any UPDATES (as defined below), you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy, or otherwise use the SOFTWARE PRODUCT; you may, however, return it to your place of purchase for a full refund. In addition, by installing, copying, or otherwise using any updates or other components of the SOFTWARE PRODUCT that you receive separately as part of the SOFTWARE PRODUCT ("UPDATES"), you agree to be bound by any additional license terms that accompany such UPDATES. If you do not agree to the additional license terms that accompany such UPDATES, you may not install, copy, or otherwise use such UPDATES.

SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold. NOTE: The terms of a printed, paper EULA which may accompany the SOFTWARE PRODUCT supersede the terms of any on-screen EULA found within the SOFTWARE PRODUCT.

1.  LICENSE TO USE SOFTWARE PRODUCT. 
1.1 General License Grant. SYWARE grants to you as an individual, a personal, nonexclusive license to make and use copies of the SOFTWARE PRODUCT for the sole purposes of designing, developing, running, and testing your software product(s) that are designed to operate in conjunction with any Windows CE operating system product. You may install copies of the SOFTWARE PRODUCT on an unlimited number of computers provided that you are the only individual using the SOFTWARE PRODUCT. If you are an entity, SYWARE grants you the right to designate one individual within your organization to have the sole right to use the SOFTWARE PRODUCT in the manner provided above.
1.2 Documentation. This EULA grants you, as an individual, a personal, nonexclusive license to make and use an unlimited number of copies of any documentation, provided that such copies shall be used only for personal purposes and are not to be republished or distributed (either in hard copy or electronic form) beyond the user's premises.
1.3 Storage/Network Use. You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to install or run the SOFTWARE PRODUCT on computers used by a licensed end user in accordance with Section 1.1.  A single license for the SOFTWARE PRODUCT may not be shared or used concurrently by other end users.

2.  DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
2.1 Not For Resale Software. If the SOFTWARE PRODUCT is labeled "Not For Resale" or "NFR," then you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.
2.2 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.3 Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.
2.4 Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of SYWARE.
2.5 Support Services. SYWARE may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the SYWARE policies and programs described in the user manual, in "online" documentation and/or in other SYWARE-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to SYWARE as part of the Support Services, SYWARE may use such information for its business purposes, including for product support and development. SYWARE will not utilize such technical information in a form that personally identifies you.
2.6 Software Transfer. The initial user of the SOFTWARE PRODUCT may make a one-time permanent transfer of this EULA and SOFTWARE PRODUCT only directly to an end user. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.
2.7 Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use by more than one user. 
2.8 Termination. Without prejudice to any other rights, SYWARE may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

3.  PRERELEASE CODE. Portions of the SOFTWARE PRODUCT may be identified as prerelease code ("Prerelease Code"). Such Prerelease Code is not at the level of performance and compatibility of the final, generally available product offering. The Prerelease Code may not operate correctly and may be substantially modified prior to first commercial shipment. SYWARE is not obligated to make this or any later version of the Prerelease Code commercially available. The grant of license to use Prerelease Code expires upon availability of a commercial release of the Prerelease Code from SYWARE. NOTE: In the event that Prerelease Code contains a separate end-user license agreement, the terms and conditions of such end-user license agreement shall govern your use of the corresponding Prerelease Code.

4.  EVALUATION CODE. SOFTWARE PRODUCT may be identified as evaluation code ("Evaluation Code").  The grant of license to use Evaluation Code expires 30 days after installation or use of Evaluation Code. NOTE: In the event that Evaluation Code contains a separate end-user license agreement, the terms and conditions of such end-user license agreement shall govern your use of the corresponding Evaluation Code.

5.  UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by SYWARE as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA.

6.  COPYRIGHT. All title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by SYWARE or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by SYWARE.

7.  U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 58 CFR 52.227-19, as applicable. Manufacturer is SYWARE, Inc./P.O. Box 425091/Cambridge, MA 02142.

8.  EXPORT RESTRICTIONS. You agree that you will not export or re-export the SOFTWARE PRODUCT, any part thereof, or any process or service that is the direct product of the SOFTWARE PRODUCT (the foregoing collectively referred to as the "Restricted Components"), to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any end-user who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked, or denied your export privileges.

9. THIS TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

MISCELLANEOUS
If you acquired this product in the United States, this EULA is governed by the laws of the Commonwealth of Massachusetts. If this product was acquired outside the United States, then local law may apply. Should you have any questions concerning this EULA, or if you desire to contact SYWARE for any reason, please contact SYWARE, or write: SYWARE, Inc./P.O. Box 425091/Cambridge, MA 02142 

LIMITED WARRANTY
LIMITED WARRANTY. SYWARE warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any Support Services provided by SYWARE shall be substantially as described in applicable written materials provided to you by SYWARE, and SYWARE support engineers will make commercially reasonable efforts to solve any problem. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

CUSTOMER REMEDIES. SYWARE's and its suppliers' entire liability and your exclusive remedy shall be, at SYWARE's option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet SYWARE's Limited Warranty and that is returned to SYWARE with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by SYWARE are available without proof of purchase from an authorized international source.

NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYWARE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYWARE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SYWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SYWARE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S.$5.00; PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A SYWARE SUPPORT SERVICES AGREEMENT, SYWARE'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
