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Copyright © 2003 UX Software. All rights reserved.

UX Software
Software License Agreement

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THIS LICENSE, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. THE SOFTWARE PROVIDED HEREUNDER WILL EXPIRE AND NOT OPERATE AFTER FIFTEEN (15) DAYS OR THIRTY (30) TRIALS FROM INSTALLATION. THE PURCHASE OF A SOFTWARE KEY IS REQUIRED FOR USE OF THE SOFTWARE AFTER THE FIFTEEN (15) DAYS OR THIRTY (30) FREE TRIALS PERIOD.

“You” means the person or company who is being licensed to use UX Software's Roulette Xtreme System Designer software (“Software”) and related documentation (“Documentation”). “We,” “us” and “our” means UX Software. The term “Software” also includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, if any, to such computer program and user manuals.

REGISTERED LICENSE TERMS AND CONDITIONS

We hereby grant you a nonexclusive, nontransferable license to use one copy of the Software on any single computer, provided the Software is in use on only one computer at any time. The Software is “in use” on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer--for example, a hard disk, CD-ROM or other storage device.

TESTING

You will have fifteen (15) days or thirty (30) trials, whichever comes first, commencing upon the date of your download, installation or use of the Software, for the sole purpose of evaluating the performance of the Software (the “Testing Period”). During the Testing Period, you will immediately provide notice to us of any failure of the Software to substantially comply with your performance requirements. Upon the expiration of the Testing Period, the Software will become inoperable. You may continue to use the Software after the expiration of the Testing Period by paying the License Fee (as defined below). Upon our receipt of the License Fee from you, we will provide to you a software key that will enable you to use the Software.

Should you desire to transfer the Software from one user to another user, or from one computer to another computer, you must complete the Transfer Registration Form provided on our web site. Upon your completion of this form, we will provide to you a new software key that will enable you to use the Software after such transfer.

LICENSE FEE

Should you desire to use the Software after the Testing Period, you will pay to us the appropriate license fee set forth in the Fee Schedule included on our web site (the “License Fee”).

You will pay all sales, use and other taxes (excluding taxes on our income) imposed by any jurisdiction arising out of or related to the license granted under the Agreement or to your use of the Software, regardless of when such tax liability is asserted.

TITLE

You acknowledge and agree that we, or our licensors, if any, have and will retain ownership of all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and Documentation and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software, whether made by us or any third party. You further agree, at our reasonable request, to execute and assign any and all applications, including, without limitation, copyright applications, any and all assignments, and any other instruments that we deem necessary to protect or maintain our rights in the Software. You hereby appoint us as attorney-in-fact for you with full power and authority to execute and deliver in your name any such instrument or instruments.

LIMITED WARRANTY

We warrant that for a period of thirty (30) days after the date hereof the Software will perform in substantial accordance with the Documentation.

THE SOFTWARE IS PROVIDED AS IS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

LIMITED REMEDY

Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either: (i) return the price you paid; or (ii) repair or replace the Software or media that does not meet the foregoing warranty.

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO THIS AGREEMENT OR RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.

If a third party claim against you results in a judicial order preventing you from using the Software based on a determination that the Software infringes upon such third party’s patent, copyright or trade secret rights, then we, in our sole discretion, may: (i) procure from the third party the right to allow you to continue to use the Software; (ii) modify or replace the Software or the infringing portions thereof to become non infringing; or (iii) in the event that the foregoing options are not, in our sole judgment, reasonably practical, terminate this Agreement immediately upon written notice to you, and in the event of such termination by us, we will refund a pro rata portion of the license fee paid by you.

TERM AND TERMINATION

This license agreement takes effect upon your download, installation or use of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.

CONFIDENTIALITY

The Software and Documentation contains proprietary information (“Proprietary Information”), including trade secrets, know-how and confidential information, that belong to us, and such Software and related proprietary information is being made available to you in strict confidence. During the period this Agreement is in effect and at all times after its termination, you and your employees and agents will maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as authorized by this Agreement. You will not disclose any such proprietary information concerning the Software, including, without limitation, any flow charts, logic diagrams, user manuals and screens, to any third party without our prior written consent. You agree to take all steps necessary to ensure that no person or entity will have unauthorized access to the Software.

In consideration of the our disclosure of the Software to you, you shall treat the Software with the same degree of care and safeguards that you take with your own trade secrets, but in no event less than a reasonable degree of care. You agree that you will not, without our prior written consent: (a) reverse engineer, de compile or disassemble the Software or any portion of it; (b) copy any portion of the Software; (c) download the Software in a retrieval system or computer system of any kind except as authorized by this Agreement; (d) assign, sublicense, rent, lease, lend or otherwise transfer any portion of the Software, Documentation or this Agreement, except in accordance with the terms of this Agreement; or (e) disclose any portion of the Software to any third party.

The restrictions and obligations contained in this clause shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind you, your successors, heirs and assigns.

You acknowledge that any misappropriation (e.g., unauthorized access, disclosure, sale, transfer, use, etc.) of any portion of the Proprietary Information by you or a third party, including a party within your control, will likely cause irreparable harm to us. You agree: (i) to immediately notify us, in writing, of any known or perceived misappropriation of the Proprietary Information, whether such misappropriation is a result of a negligent or an intentional act of yours or such third party; and (ii) that we will be entitled, as a matter of right, to injunctive relief, both temporary and permanent against any misappropriation or attempted misappropriation of the Proprietary Information by you or such third party, without the necessity of posting bond or other security (to the extent that we are required to post bond or other security, you agree and stipulate that $1,000.00 is sufficient for such bond or other security) or proving actual damages, such right to injunctive relief will be cumulative and in addition to any other remedies available to us and includes, but is not limited to, a right to pursue a temporary restraining order, whether ex parte or not.

GENERAL PROVISIONS

1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software.

2. All notices or other communications required or permitted to be given or delivered under this Agreement will be in writing and will be sufficiently given to a party if delivered personally or mailed by registered or certified mail, postage prepaid, return receipt requested, or by overnight delivery by a nationally-recognized courier, if to you, at the address provided by you on the date hereof, if to us, at our corporate office, or to such other address as either party may from time to time designate to the other in writing. Any such notice or other communication will be deemed to be given as of the date it is personally delivered, five (5) days after its being deposited in the United States mail, or one (1) day after being deposited with a nationally-recognized courier for overnight delivery.

3. This license agreement may be modified only by a writing signed by you and us.

4. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement will not be deemed a waiver of any further right under this Agreement.

5. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, the remaining provisions of this Agreement will be unimpaired, and each invalid illegal or unenforceable provision will be modified to the least extent necessary to rectify its invalidity, illegality or unenforceable and will be enforced as so modified.

6. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.

7. This license agreement is governed by the laws of the State of Texas, exclusive of the conflicts of law principles thereof. Each of the parties hereto hereby consents to the jurisdiction of the courts located in Dallas, Texas with respect to any matter related to, or arising out of, this Agreement.

8. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

Agreement