XPONENT SOFTWARE LICENSE AGREEMENT

Notice to User:

Xponent, LLC (“Company”) grants to you (“Licensee”) this Software  License, which covers your use of the XMLMax, XmlSplit or other software product that accompanies this Software License and related software components, which may include associated media, printed materials, and “online” or electronic documentation. All such software and materials are referred to herein as the “Software.” If you do not agree to the terms of this Software License, then do not install or use the Software. By explicitly accepting this Software License, however, or by installing, copying, downloading, accessing, or otherwise using the Software, you are acknowledging and agreeing to be bound by the following terms.

1.             DEFINITIONS.

(a)   “Software” shall mean any and all versions of Company’s software, in object form only, the media and Documentation provided by Company to Licensee and for which Licensee is granted a use license pursuant to this License and any license key provided by Company to Licensee.

(b)   “Documentation” shall mean the printed or online written reference material furnished to Licensee in conjunction with the Software, including, without limitation, instructions, guidelines, and end user guides.

(c)   “Updates” shall mean a modification, error correction, bug fix, new release, or other update to or for the Software.

(d)    "You" or "Your"     or “User” shall refer to authorized users, either the individual or entity, who has a license to use the Software in accordance with the terms and conditions of this Agreement.

2.             LICENSE GRANT, USE AND OWNERSHIP

(a) Licensor grants to you the right to use one copy of the Software  on a single computer. You may load one copy into permanent memory of one computer and may use that copy only on that same computer.  You may also store or install a copy of the Software  on a storage device, such as a network server, used only to install or run the Software  on computers used by a licensed user in accordance with Section 1.A single license for the Software      may not be shared or used concurrently by other end users.

(b) You may not copy the Software , except that (1) you may make one copy of the Software  solely for backup or archival purposes, and (2) you may transfer the Software  to a single hard disk provided you keep the original solely for backup or archival purposes.

(c) You may not:   

(1) reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation.

(2) publish the software for others to copy.

(3) sell, rent, lease or lend the software without express written permission from Company.

(4) transfer the software or this agreement to any third party without express written permission from Company.

(5) use multiple instances of the Software in virtual environments without obtaining a separate license of each such use of the Software.

3.           LIMITATION OF LIABILITY.

IN NO EVENT SHALL Company OR ITS SUPPLIERS HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF Company AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

4.           WARRANTY DISCLAIMER

IT IS UNDERSTOOD THAT THE SOFTWARE, DOCUMENTATION, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY.  THE SOFTWARE, THE DOCUMENTATION, AND ANY UPDATES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.  Company AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

5.             OTHER PROVISIONS

(a)           Governing Law

This License, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of Idaho without reference to conflict of laws principles.  All such disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Ada County, Idaho, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

(b)           Assignment .                                                         

Licensee shall not assign this License or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of Company.  Subject to the foregoing, this License shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

(c)           Modification. 

This is the entire License between the parties relating to the subject matter hereof and all other terms are rejected.  No waiver or modification of this License shall be valid unless in writing signed by each party.  The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof.  If any provision of this License is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this License shall remain in full force and effect.

CONTACT INFORMATION.

If you have any questions about this Software License, or if you want to contact Company for any reason, please contact Company by E-mail at support@xponentsoftware.com.

copyright © 2008-2013. Xponent LLC. All rights reserved.