Copyright and Disclaimer

TRIAL EVALUATION SOFTWARE LICENSE TERMS AND CONDITIONS

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS AGREEMENT DOES NOT SUPERSEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND JNETDIRECT.

This agreement (the “Agreement”) is made between JNetDirect Incorporated, (“JNetDirect”) and you, the customer (“Licensee”). The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any judicial proceeding which may involve the Agreement. This Agreement may not be modified except by a writing executed by both parties hereto.

1.1 Software. For the purpose of this Agreement, the licensed computer software program(s) downloaded and/or installed and the supporting documentation for such will be referred to as the “Software.”

1.2 License. Subject to the terms and conditions of this Agreement, the Software is licensed, not sold to Licensee by JNetDirect for an evaluation period of 30 days from the download date ("Evaluation Period").

    (a) Licensee may use the Software for its own internal evaluation and for no other purpose.

    (b) Licensee’s opportunity for a free evaluation of the Software is limited to one Evaluation Period per release of the Software.

    (c) There is no fee for Licensee’s use of the Software in accordance with this Agreement during the Evaluation Period, however, Licensee is responsible for any applicable shipping charges or taxes which may be incurred under this Agreement, and any fees which may be associated with usage beyond the scope permitted herein.

    (d) Licensee acknowledges that it is downloading the Software with the intent to purchase a perpetual license to use the Software upon completion of a successful evaluation of such. A JNetDirect sales representative may contact Licensee after the download to discuss Licensee’s purchase of a perpetual license.

1.3 “AS-IS” Warranty. JNetDirect warrants that it or its licensors retain(s) all intellectual property rights in the Software and any accompanying written materials provided by JNetDirect, including but not limited to copyright, and that it has the legal right to grant Licensee the License granted under this Agreement. LICENSEE AND JNetDirect AGREE THAT THE SOFTWARE IS PROVIDED “AS IS” AND UNSUPPORTED, AND THAT JNetDirect MAKES NO WARRANTY AS TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

1.4 Restrictions. JNetDirect reserves any rights not expressly granted to Licensee and retains title and full ownership rights under the copyright laws of the United States or any other jurisdiction or under any federal, state, or foreign laws. JNetDirect is not obligated to provide and Licensee acquires no right of any kind with respect to any source code for the Software. Licensee agrees that it has no right whatsoever to modify the Software or any portion thereof in any manner. Licensee shall not, nor permit any third party to reverse engineer, decompile, disassemble or otherwise reduce the Software to any other humanly perceivable form, and may not modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof.

1.5 Export Law Assurances. Licensee shall not export or re-export, or allow the export or re-export of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority.

1.6 Limitation of Remedies and Damages. IN NO EVENT WILL JNetDirect, ITS SUBSIDIARIES OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF JNetDirect OR A JNetDirect REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. JNetDirect’ CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID TO JNetDirect FOR THE SOFTWARE THAT CAUSED THE DAMAGES. NO ACTION MAY BE BROUGHT AGAINST JNetDirect LATER THAN ONE YEAR FROM THE TERMINATION OF THIS AGREEMENT.

1.7 Nondisclosure. “Confidential Information” shall be defined to include Software, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by JNetDirect to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify JNetDirect of any known unauthorized use or disclosure of the Confidential Information and will cooperate with JNetDirect in any litigation brought by JNetDirect against third parties to protect its proprietary rights.

1.8 Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without prior written approval by JNetDirect and any purported assignment or transfer without JNetDirect’ consent shall be null and void.

1.9 Injunctive Relief. Licensee hereby expressly agrees that JNetDirect, in addition to any other rights or remedies which JNetDirect may possess, shall be entitled to injunctive and other equitable relief without having to post bond or other security to prevent a material breach or continuing material breach of this Agreement.

1.10 Software Supplied to the Government. The Software is a “commercial item,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein.

1.11 Survival. Sections 1.2, 1.3, 1.4, 1.5, 1.7, 1.9, 1.10, 1.11 and 1.12 shall survive termination of this Agreement for any reason whatsoever.

1.12 Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN SECTION 2.2 AND SECTION 3.3 OF THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY JNetDirect AND ITS LICENSORS, WHO EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.

1.13 Term and Termination. This Agreement is effective for the term of the license grant unless sooner terminated, either through mutual agreement by the parties or by Licensee’s material breach of the Agreement; provided, however, Licensee shall have ten (10) days from written notice to cure any such breach if curable. Upon any termination Licensee must immediately destroy the Software and all accompanying written materials and all copies thereof (including copies stored in computer memory) and shall so certify to JNetDirect in writing.

1.14 General. This Agreement will be construed under the laws of the State of Virginia, except for that body of law dealing with conflicts of law and the U.N. Convention of Contracts for the Sale of International Goods, which shall not apply. In the event there is a dispute concerning the subject matter of this Agreement, the proper venue shall be the County of Fairfax, State of Virginia, United States of America. Each party hereby waives opposition to jurisdiction in such court. Service of process can be done in accordance with the governing law of the Agreement. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

LICENSED SOFTWARE TERMS AND CONDITIONS

IMPORTANT - The provisions listed below shall apply to purchased and licensed Software. This License Agreement ("Agreement") is a contract between JNetDirect, Inc. (“JNetDirect”, sometimes referred to as “we”, “us” or “our” in this Agreement) and the legal entity or person that has purchased a license to JNetDirect’ software (“Licensee”, sometimes referred to as “you” or “your” in this Agreement). JNetDirect and Licensee are collectively referred to as the “parties” or individually as a “party”.

Read this document carefully before proceeding. By selecting the “I Agree” option below, or by using or downloading this software, you agree to be legally bound by the terms and conditions of this Agreement, which govern your use of the JNetDirect’ software (collectively the "Software Services" or “Licensed software”). If you do not agree to these terms and conditions, click the Decline button below.

1. Definitions Capitalized terms used in this Agreement have the meaning assigned to them in this Agreement, the attached Glossary, an attached Appendix, or an Order Form.

2. Use of Software "Use" of the Licensed Software shall mean the loading the Software in the temporary memory (e.g., RAM) of a computer, the installation of the Licensed Software on the permanent memory of a computer (e.g., hard disk, etc.), and the operation of the Licensed Software in accordance with the applicable documentation.

3. Effective Date The Software License Agreement is effective on the Licensed Software purchase date (“Effective Date”) and supersedes all prior evaluation versions for the Licensed Software licensed pursuant to Evaluation and Beta agreements.

4. License Grant.
Subject to the terms and conditions of this Agreement, JNetDirect grants Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Software to connect to Microsoft SQL Server database you own or license for your internal business. The number of SQL Server connections you can manage by using the Licensed Software is programmed into a license key (the “License”).

5. License Restrictions. A. Site Restrictions. Server software may be installed only on computers that Licensee owns or leases, located at the site(s) described in the Order process with JNetDirect (the “Authorized Site(s)”). Licensee may change or add Authorized Sites, with our JNET’s prior approval.

B. Consultants. Consultants who will install, configure, integrate or modify the Licensed Software for you may use the Licensed Software under the terms and conditions of your License, provided that they use it only in the course of providing such services, and are bound by a confidentiality agreement with you that protects our Confidential Information.

C. Other Shared Uses. The Licensed Software is for Licensee’s internal business purposes only. Licensee shall not use the Licensed Software for the benefit of any third party, including without limitation, in a commercial timesharing arrangement, rental or in the operation of a service bureau.

D. Capacity Restrictions. (i) Licensee agrees to use the Licensed Software within the License Capacity that you have purchased and as programmed in your license key.

E. Reverse Engineering and Modifications. Licensee may not decompile or reverse engineer any executable code or any other code or software components provided as part of the Licensed Software to reveal the corresponding source code, except to the minimum extent permitted by law.

6. Reservation of Rights.
Licensee may use the Licensed Software only as expressly authorized in this Agreement. JNetDirect reserves all rights not expressly granted to Licensee. Except as provided under the section on Assignment, Licensee may not resell, lease, loan, sublicense or otherwise transfer the Licensed Software to any third party.

7. Ownership of the Licensed Software.
(a) Sole and Exclusive Property. The Licensed Software, and all copies thereof provided to or made by Licensee, are and shall remain the sole and exclusive property of JNetDirect and/or its suppliers. Licensee acknowledges and agrees that, as between JNetDirect and Licensee, the Licensed Software and all Intellectual Property Rights that are embodied in, related to, or represented by, the Licensed Software (and all portions thereof) are, and at all times will be, the sole and exclusive property of JNetDirect. Licensee is not purchasing the Licensed Software, but rather is obtaining only a license thereto. (b) Notices. Licensee shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by JNetDirect in or on the Licensed Software and shall ensure that all such notices are reproduced on all copies of the Licensed Software.

8. Verification. After giving Licensee reasonable notice, JNetDirect has the right to periodically audit Licensee’s use of the Licensed Software. All audits will be conducted during regular business hours. As an alternative, JNetDirect may require Licensee to complete a self-audit questionnaire in a form that JNetDirect will provide. If an on-site audit or self-audit discloses unlicensed use of our products, Licensee must purchase a license for Licensee’s unauthorized use. If a license shortage of 5% or more is disclosed, Licensee must also reimburse JNetDirect for the costs incurred in the audit.

9. Support Services. All Support Services ordered will be provided under the separate terms and conditions between the parties, as described in the Order process with JNetDirect.

10. Fees, Payment and Risk of Loss. Licensee agrees to pay the License fees in the amounts stated. All such fees are net of any value added tax or any other taxes, duties or government charges, which you also agree to pay, or to reimburse JNetDirect, if JNetDirect pays them.

11. Term.
The term of this Agreement begins on the Effective Date, and continues until terminated or by failure to pay an annual renewal fee.

12. Termination. (i) JNetDirect may terminate this Agreement, in whole or in part, upon your material breach, if you fail to correct the breach within thirty (30) days following receipt of a written notice describing the breach in reasonable detail.

(ii) You may terminate this Agreement upon our material breach, if JNetDirect fails to correct the breach within thirty (30) days following receipt of a written notice describing the breach in reasonable detail.

(iii) Either party may terminate this Agreement if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or has wound up or liquidated its business, voluntarily or otherwise.

13. Obligations Upon Termination.
Upon any termination of this Agreement: (a) all licenses granted by JNetDirect herein shall immediately terminate; (b) Licensee shall immediately cease all use of the Licensed Software and return all of the Licensed Software (including all delete all copies thereof made by, or for, Licensee) to JNetDirect; (c) return any Confidential Information associated with the license that you do not otherwise have a right to retain, and (d) provide written confirmation certifying that Licensee has ceased use of the Licensed Software. Termination or expiration of this Agreement will not restrict either party from pursuing any remedies available to it.

14. Confidentiality. Each party agrees to secure and protect the other’s Confidential Information. Confidential Information may be disclosed only to employees and consultants with a need to know, who have been advised of the confidential nature of the information, and who have agreed in writing to maintain the confidential nature of the information. In no event may either party use less than reasonable efforts in fulfilling these obligations.

15. Express Warranties. (i) JNetDirect warrant that it has the right to grant you the License described in this Agreement.

(ii) JNetDirect’ LICENSORS SUPPLY CODE THAT JNetDirect HAS INTEGRATED WITH THE LICENSED SOFTWARE. THESE LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AS-IS. NOTWITHSTANDING THIS FACT, THE EXPRESS WARRANTY WE GIVE YOU IN THIS SECTION EXTENDS TO THE CODE SUPPLIED BY THOSE VENDORS, AS IT IS INCLUDED IN THE LICENSED SOFTWARE.

16. Warranty Disclaimers (A) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT AND ANY IMPLIED WARRANTIES REQUIRED BY LAW: (i) JNetDirect IS PROVIDING THE LICENSED SOFTWARE AS-IS, AND YOU ACCEPT THE RISK AS TO ITS SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND USE; AND (ii) TOGETHER WITH OUR LICENSORS, WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF TITLE AND NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, AND COMPATIBILITY.

(B) SPECIFIC USE DISCLAIMERS. Neither JNetDirect nor its licensors represent that the Licensed Software is error free or has been designed, manufactured or is intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or weapons systems and disclaim any implied or express warranty to the contrary.

17. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW: (I) JNetDirect’ TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, FOR ANY AND ALL REASONS (INCLUDING NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIMS), WILL NOT EXCEED THE FEES THAT YOU HAVE PAID JNetDirect UNDER THIS AGREEMENT; AND (II) JNetDirect AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING: (A) THIRD PARTY CLAIMS (B) LOSS OR DAMAGE TO ANY RECORDS OR DATA, OR (C) CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR RELIANCE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Governing Law.
This Agreement will be governed and interpreted under Virginia law, exclusive of its conflict of law provisions.

19. Third Party Rights. The warranties that JNetDirect has given you in this Agreement extend only to you, and not to your consultants, customers, or to the companies that supply your business with goods or services or that distribute your goods or services.

20. Severance.
If any provision of this Agreement is held to be illegal or unenforceable for any reason, then that provision will be deemed to be restated so that it may be enforced to the maximum extent permissible under law. The remainder of this Agreement will remain in full force and effect.

21. Notices.
Any notice required to be delivered to any party shall be in writing and shall be deemed effective (i) when personally delivered to an officer of the receiving party; or (ii) seven (57) business days after it is mailed, postage prepaid, registered or certified mail, postage prepaid, or three (23) business days after it is sent by one-day express mail, in either case addressed to the receiving party.

22. Restricted Rights Only.
If the Licensed Software is being licensed directly or indirectly on behalf of the United States (“U.S.”) Government, the following shall apply. For civilian agencies and departments: the Licensed Software was developed at private expense and is "restricted computer software" submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause of FAR 52.227-19 and its successors, and it is unpublished and all rights are reserved under the copyright laws of the U.S. For units of the Department of Defense, the Software is “commercial computer software” and “commercial computer software documentation” under the Rights in Computer Software and Computer Software Documentation clause of DFAR 227.7202-3 (a) and its successors, and all use, duplication or disclosure is subject to the license and restrictions set forth in this Agreement.

23. Assignment.
You may not assign this Agreement without JNetDirect’ consent an any attempt to do so shall be void ab initio.

24. Independent Contractors.
Both parties are independent contractors for all purposes under this Agreement.

25. Compliance with Laws.
(a) Local Compliance. You will, at its expense, obtain and maintain the governmental authorizations, registrations and filings that may be required under the laws of the countries to execute or perform this Agreement. You will otherwise comply with all laws, regulations and other legal requirements within the countries that apply to this Agreement, including without limitation export, tax and foreign exchange regulations and legislation. The Licensed Software cannot be exported or re-exported into (or to a national or resident of): (a) Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; and/or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Entity List, or the U.S. Commerce Department's Denied Parties list. You warrant to JNetDirect that you are not located in, under the control of, or a national or resident of any country described above, nor a party named on any list described above.

(b) Unlawful Payments. Licensee will fully comply with the U.S. Foreign Corrupt Practices Act and not use any payment or other benefit derived from JNetDirect to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement, while knowing or having reason to know that any portion of this money, gift or thing will, directly or indirectly, be given, offered or promised to (i) an employee, officer or other person acting in an official capacity for any government or its instrumentalities or (ii) any political party, party official or candidate for political office. If an action is brought against JNetDirect claiming that Licensee violated the U.S. Foreign Corrupt Practices Act then Licensee will defend JNetDirect at Licensee’s expense including attorney fees and will pay all damages and costs finally awarded against JNetDirect in the action.

26. Survival. Sections 8, 10, 11, 12, 17 and all limitations and disclaimers, as well rights of action in either party against the other, or an undertaking that by its nature is required to be performed after the term of this Agreement, will survive the termination or expiration of this Agreement.

27. Entire Agreement. This Agreement constitutes the entire agreement between JNetDirect and Licensee concerning the Licensed Software, your access to it, and supersedes all prior or contemporaneous oral and written understandings and agreements.

28. Glossary “Confidential Information” means: (i) information of a proprietary or trade secret nature, including but not limited to the Licensed Software, whether in tangible or intangible form, and whether or not stored, compiled physically, electronically, graphically, photographically, or in writing; and (ii) information that that is clearly marked or identified with a legend indicating its confidential or trade secret nature, or that is disclosed orally and identified as confidential at the time of disclosure. Confidential Information does not include information which: (i) is or becomes part of the public domain through no fault of the receiving party; or (ii) can be demonstrated by credible evidence to be either rightfully known to the receiving party prior to the time of its disclosure, or to have been independently developed by the receiving party; or (iii) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, provided that the receiving party has provided prompt written notice and assistance to the disclosing party prior to such disclosure, so that such party may seek a protective order or other appropriate remedy to protect against disclosure.