EncodingSleuth

Software License Agreement

Version 1.0 (October 6, 2008)

IMPORTANT--READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR ACTIVATING THIS SOFTWARE. BY DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE.

1. Agreement, Parties, and Effective Date

This Agreement is between SynergiSystems, Inc. ("we", "us", and "our") and Licensee ("you" and "your"). In consideration for license fees paid and/or other valuable considerations, we grant you certain rights to use the Software under the terms of this Agreement.

By clicking the "Accept" button below you (a) represent that you are Licensee or are an agent authorized by Licensee to execute this Agreement on Licensee's behalf, (b) indicate that you have read and agree to the terms of the Agreement.

By providing a valid license file to you we indicate that we agree to the terms of this agreement.

This Agreement is fully in effect as soon as it has been accepted by both you and us.

2. Applicable Product

This Agreement applies to the EncodingSleuth product variation identified in the license file we provide to you. This is the product variation you specified when you paid the license fee.

If this license file contains the text Product="ENCODINGSLEUTH_TEXT" then the applicable product is "EncodingSleuth Text." If the license file contains the text Product="ENCODINGSLEUTH_ALL" then the applicable product is "EncodingSleuth Text+Binary."

A license for "EncodingSleuth Text+Binary" may be used as a license for "EncodingSleuth Text" but not vice versa.

3. Grant of License and License Variations

We offer several different license variations which grant you different rights. The terms of this Agreement depend on the license variation you selected. The license variation is identified by the "type" atom in the license file we provide under this agreement.

We exclusively reserve all rights that are not expressly granted to you by this Agreement.

Trial License

If your license file contains the text <atom name="type">TRIAL</atom> then the license is a Trial License governed by these terms:

1. We grant you the right to use the full functionality of the applicable product, including the ability to create trial Runtime licenses for the applicable product.
2. This grant of license expires and this Agreement terminates on the expiration date specified in the "expires" atom in the license file. Any Runtime licenses you create under this license will also expire at that time.
3. You may install and use the Software for evaluation purposes only. All commercial or non-evaluation uses are not permitted.
4. You may install the Software and the license file on any number of machines.

Runtime License

If your license file contains the text <atom name="type">RUNTIME</atom> then the license is a Runtime License governed by these terms:

1. You have received the applicable product within some other software product ("Other Software") under a separate license. The Other Software internally includes and uses the applicable product to provide part of its functionality. The runtime license file is included with the Other Software.
2. We grant you the right to use the functionality of the applicable product to the extent that it is exercised by the Other Software.
3. You may not separate the applicable product from the Other Software.
4. You may not use the applicable product directly, indirectly, or in any capacity other than as a part of the Other Software.
5. You may not create license files for any EncodingSleuth product.
6. If the Runtime License was created under the terms of an Enterprise Developer/Server License assigned to you, you may use the runtime functionality of the Software in a server application that serves any number of internal and/or external users. This use is governed by the terms of the Enterprise Developer/Server license.

Individual Developer License

If your license file contains the text <atom name="type">INDIVIDUAL</atom> then the license is an Individual License governed by these terms:

1. The Software may only be used by the individual developer named in the "licensedUser" atom in the license file, and only while performing work for the organization specified in the "organization" atom in the license file.
2. You may install the Software and the license file on any number of machines. Only one installation may be used at a time. You must ensure that all uses of each installation of the Software conform to this Agreement.
3. You may integrate the Software into software you create ("Your Product") so that Your Product uses the Software internally. Your Product may be intended for your internal use and/or to be licensed to third parties.
4. Your Product must not expose the Software's API either directly or indirectly. If Your Product does expose the capabilities of the Software through an API, that API must be significantly different from the Software's API and must also contain significant additional functionality beyond that provided by the Software. Further, the functional objective of Your Product must be different from and supported by the functional objective of the Software.
5. You may use tools provided with the Software to create Runtime License files that enable Your Product to use the Software's runtime functionality while Your Product is installed on your licensee's machines. Such runtime licenses will identify the developer license that was used to authorize their creation.
6. You may grant a Runtime License to use the Software to the licensees of Your Product. You may redistribute the runtime portions of the Software with or within Your Product, provided you also include a valid Runtime License file.
7. Your Product must not be a server application, or any application such that a single installation may be accessed or operated by multiple users simultaneously, or any application that may be accessed by any users who are not directly operating the machine on which Your Product is installed.

Per-Seat Developer License

If your license file contains the text <atom name="type">SEAT</atom> then the license is an Per-Seat Developer License governed by these terms:

1. The Software may be used simultaneously by any number of individuals up to the maximum number specified in the "seats" atom in the license file, only while they are performing work for the organization specified in the "organization" atom in the license file.
2. You may install the Software and the license file on any number of machines. You must ensure that all uses of each installation of the Software conform to this Agreement.
3. You may integrate the Software into software you create ("Your Product") so that Your Product uses the Software internally. Your Product may be intended for your internal use and/or to be licensed to third parties.
4. Your Product must not expose the Software's API either directly or indirectly. If Your Product does expose the capabilities of the Software through an API, that API must be significantly different from the Software's API and must also contain significant additional functionality beyond that provided by the Software.
5. You may use tools provided with the Software to create Runtime License files that enable Your Product to use the Software's runtime functionality while Your Product is installed on your licensee's machines. Such runtime licenses will identify the developer license that was used to authorize their creation.
6. You may grant a Runtime License to use the Software to the licensees of Your Product. You may redistribute the runtime portions of the Software with or within Your Product, provided you also include a valid Runtime License file.
7. Your Product must not be a server application, or any application such that a single installation may be accessed or operated by multiple users simultaneously, or any application that may be accessed by any users who are not directly operating the machine on which Your Product is installed.

Enterprise Developer/Server License

If your license file contains the text <atom name="type">ENTERPRISE</atom> then the license is an Enterprise Developer/Server License governed by these terms:

1. The Software may be used simultaneously by any number of individuals while they are performing work for the organization specified in the "organization" atom in the license file.
2. You may install the Software and the license file on any number of machines. You must ensure that all uses of each installation of the Software conform to this Agreement.
3. You may integrate the Software into software you create ("Your Product") so that Your Product uses the Software internally. Your Product may be intended for your internal use and/or to be licensed to third parties.
4. Your Product must not expose the Software's API either directly or indirectly. If Your Product does expose the capabilities of the Software through an API, that API must be significantly different from the Software's API and must also contain significant additional functionality beyond that provided by the Software.
5. You may use tools provided with the Software to create Runtime License files that enable Your Product to use the Software's runtime functionality while Your Product is installed on your licensee's machines. Such runtime licenses will identify the developer license that was used to authorize their creation.
6. You may grant a Runtime License to use the Software to the licensees of Your Product. You may redistribute the runtime portions of the Software with or within Your Product, provided you also include a valid Runtime License file.
7. When licensed to third parties Your Product must not be a server application, or any application such that a single installation may be accessed or operated by multiple users simultaneously, or any application that may be accessed by any users who are not directly operating the machine on which Your Product is installed.
8. You may use the software in any number of server applications hosted on any number of servers that are internal to your organization identified in the "organization" atom of the license file. These applications may be accessed by any number of simultaneous users from within and outside of your organization.

The remaining terms of this agreement apply to all EncodingSleuth product licensing variations.

5. Backups and Copies

You may make any number of backup copies of the software and of your license file for purposes of archival and data protection. You may freely distribute copies of the Software provided that you distribute it in exactly the same form, without modifications, in which you obtained it from us, including this License Agreement. You may not distribute your license file or use it or allow it to be used in any other way that would result in breach of this Agreement.

6. Warranty of Title

We hereby represent and warrant that we are the owner of the Software or otherwise have the right to grant to you the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, your sole remedy shall be to require us to perform at our expense one of the following selected at our discretion: i) Procure the right to use the Software. ii) Replace the Software or any part thereof that is in breach with software of comparable functionality that does not cause any breach, or iii) Fully refund to you any license fees you paid to us and terminate this Agreement.

7. Ownership

You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with us. Any use of the Software by any person, business, corporation, government organization or any other entity not expressly granted by this Agreement is in violation of this Agreement.

8. Copyright

The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by SynergiSystems, Inc. You may not remove any proprietary notice of SynergiSystems, Inc. from any copy of the Software or Documentation.

9.Restrictions

You may not reverse engineer, decompile, translate, adapt, disassemble, or modify the Software. You may not decompile the object code or derive or obtain the source code through any means. You may not defeat the license key or license file validation mechanism.

10. DISCLAIMER OF WARRANTY

The Software is provided "as is" with all faults. To the extent permitted by law we hereby disclaim all warranties, whether express or implied, including without limitation warranties that the product is free of defects, merchantable, fit for a particular purpose and non-infringing. You bear the entire risk as to selecting the product for your purposes and as to the quality and performance of the product. This limitation will apply notwithstanding the failure of essential purpose of any remedy. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so this disclaimer may not apply to you.

11. LIMITATION OF LIABILITY

Except as required by law we will not be liable for any indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to this Agreement or the use of or inability to use the Software, including without limitation damages for loss of goodwill, work stoppage, lost profits, loss of data, and computer failure or malfunction, even if advised of the possibility of such damages and regardless of the theory (contract, tort or otherwise) upon which such claim is based. Our collective liability under this agreement will not exceed the greater of $1 (one United States Dollar) and the fees paid by you under the license (if any). Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so this exclusion and limitation may not apply to you.

12. Export Controls

This Agreement is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Product and its use.

13.Termination

1. You may terminate this Agreement at any time for any reason.
2. If you breach this Agreement it will terminate immediately and without notice.
3. If this is a Trial License, this Agreement will terminate on the license expiration date specified in the "expires" atom in the license file.
4. Upon termination you must destroy all copies of your license file.
5. All provisions of this Agreement except the rights granted to you in Grant of License shall survive the termination of this Agreement.

14.Changes to this Agreement

From time to time we may make changes to this Agreement. You will not be bound by such future changes until we have offered you the updated Agreement and you have agreed to be bound by it. You will not be required to accept the updated Agreement as a condition of maintaining the license granted under this version of the Agreement. Your licensed use of the Software and accompanying materials will continue under this version of the Agreement either until it is terminated or until we offer and you agree to be bound by a different version of the Agreement.

15. Assignment

You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms. We may assign our rights under this Agreement without condition.

16. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

10.General

(a) This Agreement shall be construed, interpreted and governed by the laws of the United States of America (USA) without regard to conflicts of law provisions thereof. (b) This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (c) The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate court sitting in the state of Missouri, USA. (d) This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and duly executed by both parties hereto. (e) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. (f) Except as required by law, the controlling language of this Agreement is English. (g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (h) Our failure to insist upon strict adherence to any term of this Agreement on any occasion shall not be construed as a waiver and shall not deprive us of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. (i) This Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns. (j) Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.