Hai Ho: SOFTWARE LICENSE AGREEMENT

Hai Ho: SOFTWARE LICENSE AGREEMENT
Hai Ho: Software and Documentation License

PLEASE READ THIS LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE Hai Ho SOFTWARE ("SOFTWARE") OR DOCUMENTATION COVERED. BY USING THE Hai Ho SOFTWARE OR DOCUMENTATION, AND/OR DISTRIBUTING LICENSEE PRODUCTS INCORPORATING Hai Ho SOFTWARE OR BASED UPON THE DOCUMENTATION, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD OR USE THE FUTURE EARTH SOFTWARE OR DOCUMENTATION.

1. License. The Software and/or documentation accompanying this License, whether on disk, on compact disc, in read only memory, online, or any other media, the related documentation and other materials (collectively, the "Software") are licensed, not sold, to you by Hai Ho. You may not reproduce or distribute the software except under the express and written permission of Hai Ho. The license is only for the current version of the software and for an unrestricted period of time, maintenance of the software is not a part of this agreement, it is to be acquired seperately.

2.Permitted Uses and Restrictions. You may install and use the SOFTWARE PRODUCT on one or two computers solely for your personal or company use. The rights of this agreement are not to be transferred to any third party whether by sale, gift, barter, general title of transfer of ownership or bankruptcy. If you have acquired multiple licenses or a site license you may use the software on as many computers as specified in a separate license agreement. You may also make copies of the SOFTWARE PRODUCT for backup and archival purposes. Except as expressly permitted by applicable law and in this License, you may not decompile, reverse engineer, disassemble, modify, rent, lease, loan, sublicense, distribute or create derivative works based upon the Hai Ho Software in whole or part or transmit the Hai Ho Software over a network or from one computer to another. Additionally, you may not upload the Hai Ho Software to electronic bulletin boards, web sites, or otherwise distribute it on magnetic or optical media or any other way.

3. Without prejudice to any other rights, Hai Ho may terminate this license agreement if you fail to comply with the terms and conditions of this license agreement or any other agreement between you and Hai Ho. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

4. Confidentiality. This License may be accompanied by Hai Ho Software, including specifications and documentation, designated as alpha, beta, pre-release, unsupported, developmental or other similar designations. Such Hai Ho Software has not been released to the general public, and its content, performance and existence constitutes "Confidential Information" of Hai Ho. By this License you agree to take reasonable precautions to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. You also agree to use the Confidential Information only for the purposes permitted under this License.

IN ADDITION, SHOULD YOU CHOOSE TO USE, EMPLOY OR OTHERWISE BASE THE DEVELOPMENT OF LICENSEE PRODUCTS ON SUCH CONFIDENTIAL INFORMATION (INCLUDING, BUT NOT LIMITED TO PRE-RELEASE AND UNSUPPORTED SOFTWARE,) YOU AGREE TO CONTACT Hai Ho PRIOR TO THE PUBLIC DISTRIBUTION OF ANY SUCH LICENSEE PRODUCTS TO DETERMINE IF A MORE CURRENT REVISION OR RELEASE OF THE CONFIDENTIAL INFORMATION IS AVAILABLE. SHOULD SUCH LATER RELEASE BE AVAILABLE, THEN ANY LICENSE TO AN EARLIER RELEASE IS AUTOMATICALLY TERMINATED AND, BARING WRITTEN APPROVAL FROM FUTURE EARTH TO THE CONTRARY, YOU ARE REQUIRED AND HEREBY AGREE TO USE THE LATEST AVAILABLE CONFIDENTIAL INFORMATION AND/OR SOFTWARE.

5. Updates. Notwithstanding the foregoing section, or any other provisions of this License, Hai Ho shall have no obligation to provide you with future updates to the Hai Ho Software Licensed under this Agreement.

6. Disclaimer Of Warranty. You expressly acknowledge and agree that use of the Hai Ho Software is at your sole risk. The Hai Ho Software is provided "AS IS" and without warranty of any kind and Hai Ho and Hai Ho's licensor(s) EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. Hai Ho DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE Hai Ho SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE FUTURE EARTH SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE Hai Ho SOFTWARE WILL BE CORRECTED. FURTHERMORE, FUTURE EARTH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE Hai Ho SOFTWARE OR IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Hai Ho OR A Hai Ho AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE Hai Ho SOFTWARE PROVE DEFECTIVE, YOU (AND NOT Hai Ho OR AN Hai Ho AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE LICENSE FEES FOR THE FUTURE EARTH SOFTWARE REFLECT THIS ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. Limitation Of Liability. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL Hai Ho BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE Hai Ho SOFTWARE, EVEN IF Hai Ho OR AN Hai Ho AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU.

In addition, in no event shall Hai Ho total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence or otherwise) exceed the amount paid for this License.

8. Copyright & Trademark. You may not use any Hai Ho trademarks, service marks, trade names, or logos in any advertising, brochures, or promotional materials except to denote compatibility with Hai Ho products, unless you have signed a separate Trademark License Agreement with Hai Ho. Future-earth retains legal ownership of the software.

9. Indemnification. You shall indemnify, defend and hold Hai Ho harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of attorneys and other professionals) arising out of or in connection with your distribution of the Hai Ho Software in combination with Licensee Product(s) or the use of Licensee Product(s) in combination with Hai Ho Software. You shall also promptly notify Hai Ho of any such claim.

10. Export Law Assurances. You may not use or otherwise export or reexport the Hai Ho Software except as authorized by the laws of the jurisdiction in which the Hai Ho Software was obtained.

11. Relationship of the Parties. Nothing stated in this License will be construed as creating the relationships of joint venturers, partners, employer and employee, franchiser and franchisee, or principal and agent.

12. Controlling Law and Severability. This License shall be governed by the laws of the Netherlands, according the General Terms and Conditions of FENIT. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

13. TRADEMARKS and Licenses. All names of products and companies used in this document, the software, or the enclosed documentation may be trademarks of their corresponding owners. Their use in this document is intended to be in compliance with the respective guidelines and licenses, which are included with the product in separate license agreements.

14. Complete Agreement. This License, in connection with the General Terms and Conditions of FENIT constitute the entire agreement between the parties with respect to the use of the Hai Ho Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Hai Ho. General Terms and Conditions of licensee are expressly rejected.