Inventivio License Agreement v.1.0 IMPORTANT - PLEASE READ CAREFULLY: This Inventivio End User License Agreement ("EULA") constitutes a valid and binding agreement between you and Inventivio GmbH ("Inventivio") for the licensing of software products from Inventivio. You must enter into this agreement in order to install and use the software product. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE. PROMPTLY RETURN THE SOFTWARE IN AN UNDAMAGED CONDITION TO YOUR SUPPLIER WITHIN 30 DAYS OF YOUR FIRST RECEIPT OF THE SOFTWARE, AND YOUR LICENSE FEE WILL BE REFUNDED. 1 TERMS. "Software" means the computer programs accompanying or provided under this EULA, together with the associated media and corresponding Documentation. "Documentation" means the end user manual and other documentation (including print and online), if any, provided to you with the Software. 2 LICENSE GRANT. Provided you comply with all terms and conditions of this EULA, Inventivio grants you a limited, non-exclusive, perpetual, transferable license to use the Software in accordance with the license type licensed by you. You may - use the Software on one computer. - use the Software on a network, provided that each person accessing the Software through the network must have a copy licensed to that person. - copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices. - permanently transfer all of the rights under this EULA, provided that you retain no copies or registration numbers, you transfer all of the Software, and that the recipient agrees to the terms of this EULA. - redistribute trial versions of the Software under the condition that you (i) do not remove any proprietary notices from the Software, (ii) notify Inventivio in writing via email to distribute@inventivio.com of your intentions to promote or distribute the trial versions (unless you will distribute less than 15 copies), (iii) clearly indicate that the Software originates from Inventivio and use the links and graphics as published and indicated on http://www.inventivio.com/distribute and, if published on a website, include a link to http://www.inventivio.com and a link to the download location of the Software (http://www.inventivio.com/downloads.html); (iii) charge no fee for the distribution of the trial version (iv) ensure that you are distributing the latest stable version (as shown at http://www.inventivio.com/products.html). You may not: - remove any proprietary notices from the Software or any copy thereof; - cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling or disassembling or hacking of the Software - defeat license encryption mechanisms. The Software contains proprietary, confidential and trade secret information owned or licensed by Inventivio, and you agree to take reasonable steps at all times to protect and maintain the confidentiality of such information. Absent a written grant of rights greater than that contained above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license. 3 WARRANTIES AND LIABILITY. 3.1 No Warranty for the free, non-commercial, pre-release, and trial versions. THE SOFTWARE, DOCUMENTATION, SERVICES AND CONTENT ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. 3.2 Limited Warranty for fee-based licenses. If you have purchased a license to the Software from Inventivio or its authorized distributors, the following limited warranty applies: Inventivio warrants that the Software substantially conforms to its specifications in the Documentation. The limitation period is one year, if not otherwise regulated by law, and starts with the service provision. If (a) the Software does not substantially conform to its specifications in the Documentation, the physical media accompanying the Software is defective, or if you are dissatisfied with the Software for any reason, and (b) if the Software (including all accompanying media, Documentation, packaging and materials) is returned by you within thirty (30) days of first receipt, then your license fee for the Software will be refunded to you. In the event you purchase a license to the Software during or after an evaluation or non-commercial license for such Software, then Inventivio shall have no obligation to refund any license fees paid by you for the license to the Software (i.e., the 30 day evaluation period is your thirty day limited warranty period). Upon return, this EULA shall terminate and you must immediately cease all use of the Software and remove and erase all copies of any Software from all computers and storage media and devices within your possession or control. At Inventio's request, you will certify in writing to Inventivio that you have complied with this Section. This limited warranty shall not apply to software updates and upgrades; all updates and upgrades are licensed "As-Is" without warranty of any kind. 3.3 No Warranty For Included Content. The Software includes third-party content in the form of source-code, tips and links. All such content is provided on an "As-Is" basis and without the warranty of non-infringement on the rights of the content owners. Thus you may use the included source-code, tips and links only at your own risk and it is your responsibility to ascertain which copyright, patent or other licenses are necessary and to obtain any such licenses. THE SOFTWARE PROVIDES LICENSE-RELATED STATEMENTS THAT WERE EXPTRACTED FROM THIRD-PARTY SOURCE CODE SOLELY AS STARTING POINTS FOR YOUR INVESTIATION CONCERNING APPLICATBLE COPYRIGHT, PATENT OR OTHER LICENSES. 3.4 Non-Inventivio Products. Inventivio does not warrant non-Inventivio products. Any such products are provided on an "as-is" basis. Any warranty service for non-Inventivio products will be provided by the product manufacturer in accordance with any applicable manufacturer's warranty. 3.5 No Other Warranties. EXCEPT AS EXPRESSLY WARRANTED ABOVE IN SECTION 3.2 (IF APPLICABLE), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVENTIVIO FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, DOCUMENTATION, SERVICES AND CONTENT REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INVENTIVIO OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE CONTENT PROVIDED BY THE SOFTWARE, EVEN IF INVENTIVIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE LIMITATION MAY NOT APPLY TO YOU. INVENTIVIO DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY THE SOFTWARE. 3.6 Limitation of Liability. The aggregate liability of Inventivio arising from or relating to this EULA or use of the software (regardless of the form of action or claim, whether contract, warranty, tort and/or otherwise) shall not exceed the amount of all license fees paid by you for the software license(s) granted hereunder. Any liability under the terms of product liability laws remains unaffected. 3.7 Sole Remedy and Allocation of Risk. Your sole and exclusive remedy and Inventivio's sole and exclusive liability are set forth in this EULA. This EULA defines a mutually agreed-upon allocation of risk. 3.8 Basis of Bargain. The Warranty Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between Inventivio and you. Inventivio would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer and Limited Liability inure to the benefit of Inventivio's licensors. 3.9 Notice. THE SOFTWARE IS NOT INTENDED OR LICENSED FOR USE IN ANY HAZARDOUS OR HIGH RISK ACTIVITY. 4 INDEMNITY. This software contains compilations of source code ("Source Coce") from open source projects. It is your responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses in order to use the Source Code. You are aware that Inventivio does not warrant the license-related statements displayed with the Source Code. These statements are only a starting point for your investigation of licensing conditions. It is your sole responsibility to verify and obtain the necessary licenses. You agree to use only those Source Code files for which you have the necessary patent, copyright and other permissions, licenses, and/or clearances. You agree to hold harmless, indemnify and defend Inventivio, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have (i) used, copied or transmitted any materials in connection with the Software in violation of another party's rights or in violation of any law, or (ii) violated any terms of this License Agreement. If you are importing the Software from the United States, you shall indemnify and hold Inventivio harmless from and against any import and export duties or other claims arising from such importation. You agree to indemnify, hold harmless and defend Inventivio and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by Inventivio arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, (b) intentional or negligent violation of any applicable laws, (c) violation of any rights of any third party, or (d) use or misuse of the Software and/or Services. 5 SUPPORT. Except as expressly required by applicable law, nothing in this EULA entitles you to any support, maintenance or new versions of the Software. You may contact Inventivio to determine the availability of support, maintenance and new versions of the Software, and the fees, terms and conditions that would apply. 6 GOVERNING LAW AND ATTORNEYS' FEES. This EULA shall be governed by the laws of Germany without giving effect to conflict or choice of law principles, and any litigation between the parties arising under this EULA shall be solely and exclusively construed, interpreted and enforced under and in accordance with the laws of Germany, without any reference to conflicts of law principles. The parties agree to exclude application of the "United Nations Convention on Contracts for the International Sale of Goods" to this EULA. Any and all disputes arising between the parties that can not be amicably resolved, arising under, out of, or otherwise relating to the License Agreement, Licensed Software, or any services provided by Inventivio to Licensee shall be brought and resolved solely and exclusively in the courts located in Bayreuth, Germany. Both parties hereby irrevocably consent to the jurisdiction of such courts and service of process in connection therewith. Any judgment rendered by such courts may be entered and enforced by any court having jurisdiction over the party against which an award is entered or its assets. Both parties hereby irrevocably waive any objections to the jurisdiction of such courts based on any ground, including without limitation improper venue or forum non convenience. 7 OWNERSHIP. The foregoing license gives you limited license to use the Software. Inventivio and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA are reserved by Inventivio and its suppliers. All title and intellectual property rights in and to the Content (Source Code, Linked Documents, Tips) which may be accessed through use of the Software is the property of the respective content owner and is protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. 8 EXPORT LAWS. Regardless of any disclosure made by you to Inventivio regarding an ultimate destination of the Software, you shall not export, re-export or disclose (directly or indirectly) any Software, or any portion thereof, to any country in violation of German export laws and regulations or the laws of of the jurisdiction in which the Software was obtained. 9 TERM AND TERMINATION. This EULA is effective until terminated. You may terminate this license by uninstalling and removing the software and returning any documentation and original media to Inventivio. The licenses granted herein shall automatically terminate without notice if you fail to comply with any material provision of this EULA. In such event, you must immediately uninstall and return the Software, including all Documentation and original media, to Inventivio. This shall not limit or affect any remedy available to Inventivio for your breach of this EULA. Upon termination of this Agreement for any reason (i) all licenses and rights to use the Software shall terminate; (ii) you will cease any and all use of the Software and Services; and (iii) you will remove the Software from all hard drives, networks, and other storage media and destroy all originals and copies of the Software in your possession or under your control. 10 THIRD PARTY SOFTWARE. The Software may contain third party software and/or content which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.inventivio.com/licenses/notices.html and are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein. 11 EMBEDDED GRAND-RAPID BROWSER Grand-Rapid is a Java technology software Product which is integrated with Licensor's Value Added Product. Grand-Rapid is not re-sellable nor maintainable nor supportable by neither Licensor nor Licensee and is included with Licensor's Value Added Product as a runtime executable software code only. Licensing terms and conditions for Grand-Rapid Enterprise have been licensed by Licensor as an integrated component of Licensor's Value Added Product. Grand-Rapid Enterprise Edition SDK and other Grand-Rapid products and any and all Grand-Rapid maintenance and Grand-Rapid support services for Grand-Rapid may be found at www.grandrapid.com. 12 OFFICIAL LANGUAGE. The official text of this Agreement is in the English language and any interpretation or construction of this Agreement will be based thereon. In the event that this Agreement or any documents or notices related to it are translated into any other language, the English language version will control. 13 ENTIRE AGREEMENT. This EULA sets forth the entire understanding and agreement between the parties relating to its subject matter and may be amended only in a writing signed by both parties. Any terms and conditions of any purchase order or other document submitted by you in connection with the software that is in addition to, different from or inconsistent with the terms and conditions of this EULA are not binding on Inventivio and are ineffective. No vendor, distributor, dealer, retailer sales person or other person is authorized by Inventivio to modify this EULA or to make any warranty, representation or promise which is different than, or in addition to, the warranties, representations or promises expressly set forth in this EULA.