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1. GRANT OF LICENSE: Subject to the terms below, Visualize Software hereby grants you a non-exclusive, non-transferable license to install and to use the downloadable version of VisualICE Report Utility ("Software").

Your license will be free to you for the term of the Agreement and you may: (i) install and use the Software on a single computer for your own, internal use and (ii) copy the Software for back-up or archival purposes.

You may not: (i) reverse engineer, decompile, or disassemble the Software; (ii) modify, or create derivative works based upon the Software in whole or in part; (iii) distribute copies of the Software; (iv) remove any proprietary notices or labels on the Software; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Software.

2. TITLE: You acknowledge that no title to the intellectual property in the Software is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Software shall remain in Visualize Software. The Software is protected by copyright and patent laws of the Netherlands and international treaties.

3. UPDATES. From time to time, Visualize Software may make available updates to the software. You may download and install or otherwise use those updates to the software that are released by Visualize Software. All updates to the Software are governed by this Agreement, unless other license terms are provided with the update.

4. DISCLAIMER OF WARRANTY: The software is provided to you at no charge. You agree that Visualize Software has made no express warranties, oral or written, to you regarding the products and that the products are being provided to you "as is" without warranty of any kind. Visualize Software disclaims any and all other warranties, whether expressed, implied, or statutory, including, but without limitation, the implied warranties of noninfringement of third party rights, merchantability, and fitness for a particular purpose. Visualize Software shall not be liable for indirect, incidental, special, cover, reliance, or consequential damages (including, but not limited to, loss of anticipated profit) arising from any cause under or related to this Agreement.

5. LIMITATION OF LIABILITY: You must assume the entire risk of using the Software. In no event shall Visualize Software be liable to you for any damages, including any lost profits, lost savings, or other incidental, indirect or consequential damages of any kind arising out of the use of the Software, even if Visualize Software has been advised of the possibility of such damages. In no event will Visualize Software's liability for any claim, whether in contract, tort, or any other theory of liability, exceed the license fee paid by you. However, if the Software was provided to you at no charge, YOU AGREE THAT VISUALIZE SOFTWARE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES.

6. TERMINATION: This Agreement shall terminate automatically if you fail to comply with the limitations described in this Agreement. No notice shall be required from Visualize Software to effect such termination. Upon termination, you must uninstall and destroy all copies of the Software.

7. MISCELLANEOUS:

Severability.
In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

Export.
You agree that you will not export or re-export the Software outside of the jurisdiction in which you obtained it without the appropriate Dutch or foreign government licenses.

Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, and shall benefit Visualize Software, its successors and assigns. Any claim or dispute between you and Visualize Software or against any agent, employee, successor or assign of Visualize Software related to this Agreement or the Software shall be resolved by binding arbitration in the Netherlands.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Entire Agreement.
You agree that this is the entire agreement between you and Visualize Software, which supersedes any prior agreement, whether written or oral, and all other communications between Visualize Software and you relating to the subject matter of this Agreement.

Reservation of rights.
All rights not expressly granted in this Agreement are reserved by Visualize Software.

Copyright © 2000-2002, Visualize Software. All rights reserved. Visualize Software, VisualICE and VisualZone are trademarks of Visualize Software.