Conuity - License Agreement

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License Agreement

SOFTWARE LICENSE AGREEMENT AND LIMITED WARRANTY

IMPORTANT - READ CAREFULLY:
This Conuity Corporation Software License Agreement ("LICENSE AGREEMENT") is a legal agreement between you (either an individual or an entity) and Conuity Corporation ("CONUITY") for the accompanying Conuity Software ("SOFTWARE PRODUCT"), which includes computer software and may include associated media, printed materials, and "online" or electronic documentation. The Software Product also includes any updates and supplements to the original Software Product provided to you by CONUITY.

By installing, copying, accessing, or otherwise using the Software Product, you agree to be bound by the terms of this LICENSE AGREEMENT. If you do not agree to the terms of this LICENSE AGREEMENT, you must cease using the Software Product immediately.

LICENSE AGREEMENT

	GRANT OF LICENSE Conuity Corporation. ("CONUITY") grants you a non-exclusive and limited license to use the CONUITY Software Product accompanying this License Agreement, solely in accordance with the terms and conditions of this License Agreement. The Software Product is licensed, not sold, to you. The license includes use for the evaluation, testing, development and production use of the accompanying software and documentation provided by CONUITY for the accompanying Software Product, including, but not limited to the right to reproduce and use the Software Product for the purpose of designing, developing and testing applications, and running applications using the Software Product. CONUITY further grants you a non-exclusive, limited license to reproduce and distribute the Software Product or any portion thereof in binary code form only, provided that (i) you deploy application programs you develop using the Software Product, on servers only up to the number of server deployment licenses paid for by you, (ii) you distribute the Software Product or any portion thereof unmodified, (iii) you do not remove or alter any proprietary legends or notices contained in the Software Product or distributed portion thereof, (iv) you only distribute the Software Product or any portion thereof subject to a license agreement that protects CONUITY's interests consistent with the terms contained in this Agreement, and (v) you agree to defend and indemnify CONUITY and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of the Software Product or any portion thereof by you.
	INSTALLATION AND USE Use of the Software . The Software Product is licensed to you in one of four potential configurations: (1) Single User License; (2) Single Application License; (3) Evaluation License or (4) OEM License. You may install and use (in the manner described) only those configuration(s) for which you have obtained a license. Your use of the Software is governed by the terms of this Agreement and the additional terms set forth in this Section 2 that specifically apply to the type of license you have obtained. Single User License. You may install and use a single copy of the Software Product on a single computer. You may access the Software Product from a hard disk, over a network, or by any other method; strictly in accordance with the terms hereof. You may use each licensed copy of the Software Product only on a single computer. You must acquire additional single user licenses for additional users to use the Software Product. Single Application License. You may install the Software Product to develop a single application. You may access the Software from a hard disk, over a network, or by any other method; strictly in accordance with the terms hereof. You must acquire additional single application licenses to develop additional applications to use the Software Product. Evaluation License. You may use one copy of the Software Product on a single computer, for a period as specified with the Software Product delivered. You are acquiring only the limited right to use a single copy of the Software Product for evaluation purposes. You are not acquiring any rights to the Software Product itself, or production use of the software. OEM License. If you have acquired the Software Product through an OEM License, you may use each licensed copy of the Software Product as determined by your OEM License Agreement.
	Deployment. You may deploy application programs you develop using the Software Product, on servers up to the number of server deployment licenses paid for by you, ROYALTY FREE, provided you have purchased a Server Deployment License for each application deployed, and for each server the application is deployed to, and you agree with all terms of this LICENSE AGREEMENT.
	Internet/Intranet Applications. You may use the Software Product for the purpose of designing, developing and testing Internet/Intranet application programs. If you have purchased Server Deployment licenses, you may deploy Internet/Intranet application programs you develop, using the Software Product, on servers up to the number of server deployment licenses paid for by you, ROYALTY FREE, provided you have purchased a Server Deployment License for each application deployed, and for each server the application is deployed to, and you agree with all terms of this LICENSE AGREEMENT.

OTHER RIGHTS AND LIMITATIONS:

1.	You may NOT use the Software Product to develop, or assist in the development of a general purpose software product(s), or an integrated work(s) or product suite(s) for resale without prior written permission of Conuity. This requires an OEM license from Conuity.
2.	You may NOT use the Software Product or any part of the source code contained in the Software Product to develop or assist in the development of a general purpose software product(s) or an integrated work(s) or product suite(s) whose purpose is to create, produce or execute a business process software, or workflow product. Developed applications must not compete with, and are substantially different in scope that the Software Product.
3.	You may NOT use the Software Product as part of a developer's toolkit, or code generating product intended for redistribution, OEM Licensing, or other forms of distribution that involve sublicensing of the software without prior written permission of Conuity.
4.	You may NOT sell or distribute any portion of the Software Product on its own or with other software, without integrating it into your application program as Executable code.
5.	You may ONLY distribute the run-time server binary files.
6.	You may not rent or lease the Software Product, but you may transfer your rights under this License on a permanent basis provided you transfer or destroy all copies of the Software Product and any written materials, and the recipient agrees to the terms of this Agreement. Any transfer must include the most recent update and all prior versions.
7.	You may not modify, Decompile, Disassemble, Reverse Engineer, or Translate the Software Product.

LIMITED WARRANTY

THIS SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCT IS WITH YOU. SHOULD THE SOFTWARE PRODUCT PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. IN NO EVENT SHALL CONUITY OR ANY OTHER PARTY WHO MAY HAVE DISTRIBUTED THE SOFTWARE PRODUCT AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE SOFTWARE PRODUCT TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability. IN NO EVENT WILL CONUITY BE LIABLE FOR ANY DAMAGES INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF CONUITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. CONUITY' LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT PAID FOR THE SOFTWARE UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT

Copyright. Conuity retains all right, title and interest in and to the Software and Documentation including all copyrights. The copyright laws of the United States and international treaty provisions protect the Software Product and Documentation. There are severe penalties, both civil and criminal, for copyright infringement. You may transfer the Software to a hard disk and make one copy of the Software solely for backup or archival purposes. You may not copy the Documentation or written materials accompanying the Software Product. You shall not remove any product identifications, copyright notices, or other notices or proprietary restrictions from the Software. You acquire only the right to use the software and do not acquire any rights of ownership in the software or the media on which it is provided

Confidentiality. Software is confidential and proprietary information of Conuity and/or it licensors. You agree to take adequate steps to protect Software Product from unauthorized disclosure or use.

Termination. This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice to Conuity if Customer fails to comply with any provision of this License Agreement. Upon termination, Customer must discontinue use of the Software Product and destroy all copies of the Software Product.

Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

U.S. Government Restricted Rights. If the Software Product is being acquired by or on behalf of the U.S. Government or by a U.S. Government contractor, then the Government's rights in the Software Product and accompanying documentation shall be only as set forth in this Agreement in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions).

Governing Law. This Agreement is made under, shall be governed by and construed in accordance with the laws of the State of New Hampshire, U.S.A. excluding its choice of law provisions.

Severability. If any provision of this Agreement is held to be unlawful or unenforceable, or otherwise invalid, this Agreement will remain in effect with the invalid provisions omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

Complete Agreement. This Agreement is the entire agreement between you and Conuity relating to the subject matter hereof. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of each party.