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Milonic Solutions Software License Agreement


These Terms apply to any of the software developed by Milonic Solutions Ltd.


BY DOWNLOADING AND/OR USING SOFTWARE FROM OUR WEB SITE, THE INDIVIDUAL OR 
ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND 
IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF 
THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE ANY OF THE 
SOFTWARE DEVELOPED BY MILONIC SOLUTIONS LTD.


1. LICENSE AGREEMENT. In this Agreement "Licensor" shall mean Milonic 
Solutions Ltd except under the following circumstances: (i) if Licensee 
acquired the Product as a bundled component of a third party product or 
service, then such third party shall be Licensor; and (ii) if any third 
party software is included as part of the default installation and no 
License is presented for acceptance the first time that third party software 
is invoked, then the use of that third party software shall be governed by 
this Agreement, but the term "Licensor," with respect to such third party 
software, shall mean the manufacturer of that software and not Milonic 
Solutions Ltd. With the exception of the situation described in (ii) above, 
the use of any included third party software product shall be governed by 
the third party's License agreement and not by this Agreement, whether that 
License agreement is presented for acceptance the first time that the third 
party software is invoked, is included in a file in electronic form, or is 
included in the package in printed form. If more than one License agreement 
was provided for the Product, and the terms vary, the order of precedence of 
those License agreements is as follows: a signed agreement, a License 
agreement available for review on the Milonic Solutions website, a printed 
or electronic agreement that states clearly that it supersedes other 
agreements, a printed agreement provided with the Product, an electronic 
agreement provided with the Product.


2. LICENSE GRANT. Licensor grants Licensee a non-exclusive and 
non-transferable License to reproduce and use for personal or internal 
business purposes either the source code version of the Product in the case 
of DHTML/JavaScript or otherwise executable, provided any copy must contain 
all of the original proprietary notices. This License does not entitle 
Licensee to receive from Milonic Solutions Ltd hard-copy documentation, 
technical support, telephone assistance, or enhancements or updates to the 
Product unless a specific Product has been purchased by the Licensee that 
clearly states otherwise. Licensor warrants that it has the right to grant 
the foregoing license free and clear of third party intellectual property 
claims, and should any third party intellectual property claims arise 
Licensor will defend and hold Licensee harmless from such claims.


3. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, 
or in another Licensor agreement to which Licensee is a party such as a 
distribution agreement, Licensee may not: (i) decompile, disassemble, 
reverse engineer, or otherwise attempt to derive the source code for the 
Product (except to the extent applicable laws specifically prohibit such 
restriction); (ii) redistribute, encumber, sell, rent, lease, sublicense, or 
otherwise transfer rights to the Product; (iii) remove or alter any 
trademark, logo, copyright or other proprietary notices, legends, symbols or 
labels in the Product; or (iv) publish any results of benchmark tests run on 
the Product to a third party without Licensor's prior written consent.


4. FEES. There is no License fee for the Product as long as all action has 
been taken with regard to the free Product instructions and the product is 
being used on a non-profit basis. Appropriate License fees are applicable if 
the product is being used directly or indirectly in any commercial 
application or web site. Multiple copies of the product will each require 
separate Licenses. If Licensee wishes to receive the Product on media, there 
may be a small charge for the media and for shipping and handling. Licensee 
is responsible for any and all taxes.


5. TERMINATION. Without prejudice to any other rights, Licensor may 
terminate this Agreement if Licensee breaches any of its terms and 
conditions. Upon termination, Licensee shall destroy all copies of the 
Product.


6. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property 
rights in the Product shall remain in Milonic Solutions Ltd and/or its 
suppliers. Licensee acknowledges such ownership and intellectual property 
rights and will not take any action to jeopardize, limit or interfere in any 
manner with Milonic Solution' or its suppliers' ownership of or rights with 
respect to the Product. The Product is protected by copyright and other 
intellectual property laws and by international treaties. Title and related 
rights in the content accessed through the Product is the property of the 
applicable content owner and is protected by applicable law. The License 
granted under this Agreement gives Licensee no rights to such content.


7. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED FREE OF CHARGE, AND, 
THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING 
WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, 
FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE 
QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE 
PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS 
SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN 
ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT 
LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS 
ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART 
OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT 
UNDER THIS DISCLAIMER.


8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR 
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF 
THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, 
DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR 
MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF 
ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE 
THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY 
CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT 
SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS 
LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY MILONIC 
SOLUTIONS LTD UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE 
EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR 
TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH 
CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF 
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY 
NOT BE APPLICABLE. MILONIC SOLUTIONS LTD IS NOT RESPONSIBLE FOR ANY 
LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT 
IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH 
CONTENT.


9. HIGH RISK ACTIVITIES. The Product is not fault-tolerant and is not 
designed, manufactured or intended for use or resale as on-line control 
equipment in hazardous environments requiring fail-safe performance, such as 
in the operation of nuclear facilities, aircraft navigation or communication 
systems, air traffic control, direct life support machines, or weapons 
systems, in which the failure of the Product could lead directly to death, 
personal injury, or severe physical or environmental damage ("High Risk 
Activities"). Accordingly, Licensor and its suppliers specifically disclaim 
any express or implied warranty of fitness for High Risk Activities. 
Licensee agrees that Licensor and its suppliers will not be liable for any 
claims or damages arising from the use of the Product in such applications.


10. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement 
between the parties concerning the subject matter hereof. (b) This Agreement 
may be amended only by a writing signed by both parties. (f) If any 
provision in this Agreement should be held illegal or unenforceable by a 
court having jurisdiction, such provision shall be modified to the extent 
necessary to render it enforceable without losing its intent, or severed 
from this Agreement if no such modification is possible, and other 
provisions of this Agreement shall remain in full force and effect. (g) The 
controlling language of this Agreement is English. If Licensee has received 
a translation into another language, it has been provided for Licensee's 
convenience only. (h) A waiver by either party of any term or condition of 
this Agreement or any breach thereof, in any one instance, shall not waive 
such term or condition or any subsequent breach thereof. (i) The provisions 
of this Agreement which require or contemplate performance after the 
expiration or termination of this Agreement shall be enforceable 
notwithstanding said expiration or termination. (j) Licensee may not assign 
or otherwise transfer by operation of law or otherwise this Agreement or any 
rights or obligations herein except in the case of a merger or the sale of 
all or substantially all of Licensee's assets to another entity. (k) This 
Agreement shall be binding upon and shall inure to the benefit of the 
parties, their successors and permitted assigns. (l) Neither party shall be 
in default or be liable for any delay, failure in performance (excepting the 
obligation to pay) or interruption of service resulting directly or 
indirectly from any cause beyond its reasonable control. (m) The 
relationship between Licensor and Licensee is that of independent 
contractors and neither Licensee nor its agents shall have any authority to 
bind Licensor in any way. (n) If any dispute arises under this Agreement, 
the prevailing party shall be reimbursed by the other party for any and all 
legal fees and costs associated therewith. (o) If any Milonic Solutions Ltd 
professional services are being provided, then such professional services 
are provided pursuant to the terms of a separate Professional Services 
Agreement between Milonic Solutions Ltd and Licensee. The parties 
acknowledge that such services are acquired independently of the Product 
licensed hereunder, and that provision of such services is not essential to 
the functionality of such Product. (p) The headings to the sections of this 
Agreement are used for convenience only and shall have no substantive 
meaning. (q) Licensor may use Licensee¡s name in any customer reference list 
or in any press release issued by Licensor regarding the licensing of the 
Product and/or provide Licensee¡s name and the names of the Product licensed 
by Licensee to third parties.

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