SOFTWARE LICENSING AGREEMENT

IMPORTANT – READ CAREFULLY: This licensing agreement (“Agreement”) is a legal agreement between You, either an individual or a single entity, and the Licensor.  By opening, using or installing this Software, You agree to each and every term contained herein.  If you do not agree to each and every term, you are not to open, use or install the Software and must either return the Software, documentation and packaging to the place of purchase or, in the case of downloaded Software, delete the Software from Your computer and/or any other data storage device.


LICENSE GRANT

Licensor hereby grants to You, and You accept, a non-exclusive license to use the software, including the software contained therein in object-code-only form ("Software"), and Documentation, only as authorized in this License.  The Software may be used only on a single computer owned, leased, or otherwise controlled by You; or, in the event of the inoperability of that system, on a backup system selected by You.  Concurrent use of the program on two or more systems in not authorized without the advance written consent of Licensor and the payment of additional license fees. You agree that You will not assign, sub license, transfer, pledge, lease, rent, or share Your rights under this License.


NON-COMMERCIAL USE
You may use the Software for non-commercial purposes only, wherein commercial purposes include but are not limited to use of the Software for the benefit of another whether or not compensation is received for such use.  For corporate, institutional, governmental, or business users, you may use the Software for non-commercial purpose only within a single corporation, institution, government agency, business, or other single entity for the benefit of that single corporation, institution, government agency, business or entity only.


ILLEGAL USE

You are not to use the Software, whether directly or indirectly, for any illegal purpose under the laws or ordinances of Federal, State, or local governments.  It is Your sole responsibility to know and understand the laws and/or ordinances that govern the use of the Software.  In the event that You violate any Federal, State or local law or ordinance by direct or indirect use of the Software, You shall take full legal responsibility for such illegal use.  Any use ordered by a Court of competent jurisdiction shall be allowed.  You shall take full legal responsibility for any use that is outside of the specific provisions of the Court Order.  You shall hold Licensor harmless and without fault and otherwise indemnify Licensor for any damage, cost or liability incurred by Licensor as a result of any use, whether or not such use is within the scope of the license set forth herein. 


LICENSOR'S RIGHTS

You acknowledge and agree that the Software and Documentation consists of proprietary, published and unpublished property of Licensor, protected under United States copyright law and trade secret laws of general applicability.  You further acknowledge and agree that all right, title, and interest in and to the Software and Documentation are and shall remain with Licensor.  This License does not convey to you an interest in or to the Software and Documentation, but only a limited right of use revocable in accordance with the terms of this License.  With the exception of the laws specifically prescribed by the Digital Millennium Act, you are not to reverse engineer the software for any purpose.


LICENSE FEES

The license fees paid by You are paid in consideration of the licenses granted under this License.

SOFTWARE INSTALLATION

It shall be Your sole responsibility to install and make operational the Software on Your system.  In the event you need installation assistance, such services may be available from Licensor at an additional cost to You.

TERM

This License is effective upon Your installing the software on any machine, and shall continue until terminated.  
You may terminate all copies of the software that may be located on any systems owned or controlled by 
You or upon which You know a copy of the Software has been placed.  Licensor may terminate this 
License upon the breach by You of any term hereof.  Upon such termination by Licensor, You agree to 
erase all copies of the Software that may be located on any systems owned or controlled by You or upon 
which You know a copy of the Software has been placed.

LIMITED WARRANTY

Licensor warrants, for Your benefit alone, that the Software shall, for a period of ninety (30) days from the date of Your purchase of the Software (referred to as the "Warranty Period"), be free from defects in material and workmanship.  Licensor further warrants, for Your benefit alone, that during the Warranty Period the Software shall operate substantially in accordance with the Documentation.

YOU AGREE THAT THE FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH BY LICENSOR OF ANY WARRANTIES MADE UNDER THIS LICENSE.  EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

LICENSER'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE OR THE USE OF THE SOFTWARE SHALL BE LIMITED TO REPLACEMENT OF THE SOFTWARE AND, IN ANY EVENT, SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE.  IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS OR ANY SIMILAR CLAIMS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

GOVERNING LAW

This License shall be construed and governed in accordance with the laws of France.  Any dispute arising out of or with respect to this License between You and Licensor shall be solely adjudicated by the competent court situated in Paris, France.  You and Licensor consent to the venue and jurisdiction of such court for purposes of any such dispute.


SEVERABILITY

Should any term of this License be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

SOVEREIGN IMMUNITY

Where you are an agency or instrumentality of a state foreign to France, You hereby waive, with respect to actions relating to the subject matter of this License any immunity from the personal and subject matter jurisdiction of courts of France, and any immunity from attachment in aid of execution or from execution upon its property.


NO WAIVER

The failure of Licensor to enforce any rights hereunder or to take action against You in the event of any breach hereunder shall not be deemed a waiver by Licensor as to subsequent enforcement of rights or subsequent actions in the event of future breach.
