Exult Professional Edition for Oracle 1.0

IMPORTANT

READ THESE TERMS CAREFULLY BEFORE DOWNLOADING AND/OR USING

THIS SOFTWARE. BY DOWNLOADING OR USING THIS SOFTWARE, YOU

ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT

YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF

YOU(AN INDIVIDUAL PERSON QUALIFIED TO USE THE SOFTWARE AS

SET FORTH HEREIN, WHO WILL BE REFERRED TO IN THIS AGREEMENT

IMPORTANT

READ THESE TERMS CAREFULLY BEFORE DOWNLOADING AND/OR USING

THIS SOFTWARE. BY DOWNLOADING OR USING THIS SOFTWARE, YOU

ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT

YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF

YOU(AN INDIVIDUAL PERSON QUALIFIED TO USE THE SOFTWARE AS

SET FORTH HEREIN, WHO WILL BE REFERRED TO IN THIS AGREEMENT

AS "YOU") DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS

LICENSE AGREEMENT, PROMPTLY EXIT THE PROGRAM AND RETURN TO

NOVIXYS SOFTWARE, INC. ("THE COMPANY") ALL COPIES OF THE

SOFTWARE, DOCUMENTATION AND ANY SOFTWARE KEY(S) RELATED TO

THE SOFTWARE. THE SOFTWARE PROVIDED HEREUNDER WILL EXPIRE

AND NOT OPERATE AFTER FOURTEEN (14) DAYS FROM INSTALLATION.

THE PURCHASE OF A SOFTWARE KEY IS REQUIRED FOR USE OF THE

SOFTWARE AFTER THE FOURTEEN (14)-DAY TRIAL PERIOD.

Grant of License for Registered Users

Novixys Software, Inc. ("The Company") grants you a

non-exclusive, non-transferable license to use the program

with which this license is distributed (the "[PRODUCT] "),

including any documentation files accompanying the Software

("User Guide") on a single server or personal computer to

support up to the number of simultaneous users for which you

have paid the license fee, and to make one backup copy of

the Software, provided that: (i) the Software is installed

on only one server or personal computer; (ii) the Software

is NOT modified in any manner including and not limited to

tampering, de-compilation, hacking or damage of any other

kind; (iii) the Software is not used in any manner to secure

access to a protected system in contravention of applicable

laws; (iv) all copyright notices are maintained on the

Software; (v) you agree to be bound by the terms of this

License Agreement. The Software and Documentation shall be

used only by you, only for your own personal or business

use.

License Grant for Remote Desktop

You may use remote access features in Microsoft Windows,

such as the Remote Desktop, Terminal Services, or

NetMeeting, to support up to the number of users for which

you have paid the license fee.

Ownership

You have no ownership rights in the Software. Rather, you

have a license to use the Software as long as this License

Agreement remains in full force and effect. Ownership of

the Software, Documentation and all intellectual property

rights therein shall remain at all times with the

Company. Any other use of the Software by any person,

business, corporation, government organization or any other

entity is strictly forbidden and is a violation of this

License Agreement.

Copyright

The Software and Documentation contain material that is

protected by International Copyright and Trade Secret Laws,

and by International Treaty provisions. All rights not

granted to you herein are expressly reserved by the

Company. You may not remove any proprietary notice of the

Company from any copy of the Software or Documentation.

Restrictions

You may not publish, display, disclose, rent, lease, modify,

loan, distribute, or create derivative works based on the

Software or any part thereof. You may not reverse engineer,

decompile, translate, adapt, or disassemble the Software,

nor shall you attempt to create the source code from the

object code for the Software. You may not transmit the

Software over any network or between any devices, although

you may use the Software to make such transmissions of other

materials.

Upgrades

To use Software identified as an upgrade, you must first be

licensed for the software eligible for the upgrade. After

installing the upgrade, you may no longer use the original

software that formed the basis for your upgrade eligibility,

except as part of the upgraded software.

Separation of Components

The Software is licensed as a single product. Its component

parts may not be separated for use on more than one device.

Confidentiality

You acknowledge that the Software contains proprietary trade

secrets of the Company and you hereby agree to maintain the

confidentiality of the Software using at least as great a

degree of care as you use to maintain the confidentiality of

your own most confidential information. You agree to

reasonably communicate the terms and conditions of this

Software License Agreement to those persons employed by you

who come into contact with the Software, and to use

reasonable best efforts to ensure their compliance with such

terms and conditions, including, without limitation, not

knowingly permitting such persons to use any portion of the

Program for the purpose of deriving the source code of the

Program or defeating the Key.

LIMITED WARRANTY

NOVIXYS SOFTWARE, INC. WARRANTS FOR A PERIOD OF THIRTY (30)

DAYS AFTER PURCHASE THAT THE SOFTWARE WILL OPERATE

SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD

THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND THE

COMPANY'S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT

THE COMPANY'S SOLE DISCRETION, CORRECTION OF THE DEFECT OR

REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE. ANY USE

BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED

WARRANTY IS THE ONLY WARRANTY PROVIDED BY THE COMPANY

REGARDING THE SOFTWARE. EXCEPT FOR THE LIMITED WARRANTY

ABOVE, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM

EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL OTHER

WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE

COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE

SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE,

OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN

UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE

SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS

COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS

DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES

SO THEY MAY NOT APPLY TO YOU.

EXCLUSION OF ALL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE TO YOU OR

ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT,

INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (

INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO

PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS

INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF

PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH

OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY

OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY

RELATED TO THE USE OF OR IN ABILITY TO USE THE SOFTWARE,

WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT

LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY SUPPLIER

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS

EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY

FAILS OF ITS ESSENTIAL PURPOSE.

LIMITATION AND RELEASE OF LIABILITY

To the full extent allowed by law, YOU HEREBY RELEASE THE

COMPANY AND ITS SUPPLIERS FROM ANY AND ALL LIABILITY ARISING

FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR ITS

USE. IF YOU DO NOT WISH TO ACCEPT THE SOFTWARE UNDER THE

TERMS OF THIS EULA, DO NOT INSTALL THE SOFTWARE. THE

COMPANY'S AGGREGATE LIABILITY WITH RESPECT TO ITS

OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT

TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT

EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE

SOFTWARE AND DOCUMENTATION.

FAULT TOLERANCE

THIS SOFTWARE 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 COMMUNICATION SYSTEMS,

AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR

WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THIS SOFTWARE COULD

LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL

OR ENVIRONMENTAL DAMAGE.

EXPORT RESTRICTIONS

THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY

LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE

EXPORT FROM THE UNITED STATES OF THE SOFTWARE OR INFORMATION

ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME

BY THE GOVERNMENT OF THE UNITED STATES. YOU SHALL NOT

EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE

SOFTWARE AND DOCUMENTATION WITHOUT THE CONSENT OF THE

COMPANY AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS,

OR OTHER RESTRICTIONS.

Termination

This License Agreement is effective until it is terminated.

You may terminate this License Agreement at any time by

destroying or returning to the Company all copies of the

Software and Documentation in your possession or under your

control. The Company may terminate this License Agreement

for any reason, including, but not limited to, if the

Company finds that you have violated any of the terms of

this License Agreement. Upon notification of termination,

you agree to destroy or return to the Company all copies of

the Software and Documentation and to certify in writing

that all known copies, including backup copies, have been

destroyed. All provisions relating to confidentiality,

proprietary rights, and non-disclosure shall survive the

termination of this Software License Agreement.

General

This License Agreement shall be construed, interpreted and

governed by the laws of the state of California (United

States) without regard to conflicts of law provisions

thereof. The exclusive forum for any disputes arising out of

or relating to this License Agreement shall be an

appropriate jurisdictional court of California. 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 signed by both parties hereto. If any part of

this License Agreement is found invalid or unenforceable by

a court of competent jurisdiction, the remainder of this

License Agreement shall be interpreted so as to reasonably

effect the intention of the parties.