Software License Agreement

IMPORTANT – READ CAREFULLY: This Seronix Corporation ("Seronix) Software License Agreement ("SLA") is a legal agreement between you (an individual developer or a company of software applications) and Seronix for the Seronix Software accompanying this SLA, which includes computer software and may include associated source code, media, printed materials, and "on-line" or electronic documentation ("Software"). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this SLA. If you do not agree to the terms of this SLA, do not install, use, distribute in any manner, or replicate in any manner, any part, file or portion of the Software.

I. RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. If the licensed right of use for this Software is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of, any Seronix intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any products created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.

II. GRANT OF LICENSE. This SLA, if legally executed as defined herein, licenses and so grants you the following rights:

A) SINGLE DEVELOPER LICENSE GRANT. Seronix Corporation ("Seronix") and its suppliers grant to Customer ("Customer") a nonexclusive and nontransferable license that permits an individual developer to use the Seronix software ("Software") in any number of projects that he or she is working on. A Single Developer License for the Software may not be shared or used by more than one individual developer. In a project that uses the Software, each individual developer on the project requires a separate Single Developer License as long as they need to access the Software.

B) RESTRICTED USE DURING EVALUATION PERIOD. Subject to the terms of this SLA, you are granted the right to use the Software for evaluation purposes for a period of forty-five (45) days from the date Seronix receives and approves your request for an evaluation (“Evaluation Period”). Your use of the Software during the Evaluation Period shall be limited to the internal evaluation of the Software for the sole purpose of determining whether the Software meets your requirements and whether you desire to continue using the Software. Upon expiration of the Evaluation Period, you must obtain a perpetual license for the Software or cease using the Software.

III. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

A) NOT FOR RESALE SOFTWARE. The Software is labeled and provided as "Not for Resale" or "NFR", then, notwithstanding other sections of this SLA, you may not resell, distribute, or otherwise transfer for value or benefit in any manner, the Software or any derivative work using the Software. You may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share or electronically transmit the Software, media or documentation. This also applies to any and all intermediate files, source code, and compiled executables.

B) LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, create derivative works, modify, translate, or disassemble the Software, and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the Software or any of its constituent parts and Redistributables to the fullest extent of all applicable local, US Codes and International Laws and Treaties regarding anti-circumvention, including but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.

C) RENTAL. You may not rent, lease, or lend the Software.

D) SEPARATION OF COMPONENTS, THEIR CONSTITUENT PARTS AND REDISTRIBUTABLES. The Software is licensed as a single product. The Software and its constituent parts and any provided Redistributables may not be reverse engineered, decompiled, disassembled, nor placed for distribution, sale, or resale as individual creations by you or any individual not expressly given such permission by Seronix. The provision of source code, if included with the Software, does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property will be prosecuted to the fullest extent of all applicable local, federal and international laws. All Seronix libraries, source code, Redistributables and other files remain Seronix's exclusive property. You may not distribute any files, except those that Seronix has expressly designated as Redistributable. The Software may include certain files ("Redistributables") intended for distribution by you to the users of programs you create. Documentation (if any) or any other documents (such as javadoc) which are intended to teach you how to use the Software, and sample code are not considered as Redistributables. Subject to all of the terms and conditions in this SLA, you may reproduce and distribute exact copies of the Redistributables, provided that such copies are made from the original copy of the Software or the copy transferred to a hard disk. Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this SLA that you have created using the Software. You may reformat or recombine the original distribution format of Redistributables provided by Seronix. However Seronix will not support or have any liability for such use.

E) INSTALLATION AND USE. The license granted in this SLA for you to create your own compiled programs and distribute your programs and the Redistributables (if any), is subject to all of the following conditions:

I. All copies of the programs you create must bear a valid copyright notice, either your own or the Seronix copyright notice that appears on the Software.

II. You may not remove or alter any Seronix copyright, trademark or other proprietary rights notice contained in any portion of Seronix libraries, source code, Redistributables or other files that bear such a notice.

III. Seronix provides no warranty at all to any person, and you will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact Seronix for such services or assistance.

IV. Your programs containing the Software must be written using a licensed, registered copy of the Software.

V. Your programs must add primary and substantial functionality, and may not be merely a set or subset of any of the libraries, code, Redistributables or other files of the Software.

F) SOFTWARE ACTIVATION. The Software requires activation to verify your license and allow you to use the Software on a specific computer. It is not possible to use the Software if it is not activated. Activation may be required whenever a new or upgraded version of the Software is installed on the computer. During activation, the computer must have an internet connection capable of providing a trusted HTTPS connection between the computer and Seronix’s activation servers. You may not circumvent activation.

During activation the Software will send information about the Software and the computer to Seronix. The information includes the version of the Software, your license activation code, the IP address of the computer, and information derived from the computer’s hardware configuration. By using the software you consent to the transmission of the information to Seronix. Seronix will store the information in its activation database.

G) SUPPORT SERVICES. Seronix may provide you with support services related to the Software ("Support Services"). Use of Support Services is governed by Seronix policies and programs described in the user manual, in on-line documentation and/or other Seronix provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this SLA. With respect to technical information you provide to Seronix as part of the Support Services, Seronix may use such information for its business purposes, including for product support and development.

H) SOFTWARE TRANSFER. You may NOT permanently or temporarily transfer ANY of your rights under this SLA to any individual or entity. Regardless of any modifications which you make and regardless of how you might compile, link, and/or package your programs, under no circumstances may the libraries, Redistributables, and/or other files of the Software (including any portions thereof) be used for developing programs by anyone other than you. Only you as the licensed end user have the right to use the libraries, Redistributables, or other files of the Software (or any portions thereof) for developing programs created with the Software. In particular, you may not share copies of the Redistributables with other co-developers.

I) AUDIT. Customer grants to Seronix or its independent accountants the right to examine its books, records and accounts during Customer's normal business hours to verify compliance with the above provisions. In the event such audit discloses that the permitted number of developers is exceeded, Customer shall promptly pay to Seronix the appropriate licensee fee for the additional developers. At Seronix's option, Seronix may terminate this license for failure to pay the required license fee.

J) TERMINATION. Without prejudice to any other rights or remedies, Seronix will terminate this SLA upon your failure to comply with all the terms and conditions of this SLA. In such event, you must destroy all copies of the Software and all of its component parts including any related documentation, and must remove ANY and ALL use of such technology with the next generally available release from any applications using technology contained in the Software developed by you, whether in native, altered or compiled state.

K) Time Limitation: There is no time limitation on using the Software as long as you don't violate this license agreement.

L) UPGRADES. If the Software is labeled as an upgrade, you must be properly licensed to use the Software identified by Seronix as being eligible for the upgrade in order to use the Software. Software labeled as an upgrade replaces and/or supplements the Software that formed the basis for your eligibility for the upgrade, and together constitute a single Software. You may use the resulting upgraded Software only in accordance with all the terms of this SLA.

M) COPYRIGHT. All title and copyrights in and to the Software, the accompanying printed materials, and any copies of the Software are owned by Seronix or its subsidiaries unless otherwise noted. The Software is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material except that you may install the Software for use by you, a single developer. You may not copy any printed materials accompanying the Software.

N) GENERAL PROVISIONS. This SLA may only be modified in writing signed by you and an authorized officer of Seronix. If any provision of this SLA is found void or unenforceable, the remainder will remain valid and enforceable according to its terms.

O) MISCELLANEOUS. If you acquired this product in the United States, this SLA shall be governed by and construed in accordance with the laws of the State of Florida and the United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software. If this Software was acquired outside the United States, then you, agree and ascend to the adherence to all applicable international treaties regarding copyright and intellectual property rights which shall also apply. In addition, you agree that any local law(s) to the benefit and protection of Seronix ownership of, and interest in, its intellectual property and right of recovery for damages thereto will also apply.

Should you have any questions concerning this SLA, or if you desire to contact Seronix for any reason, please contact us via our support web pages at http://www.seronix.com.

Regardless of where the Software was acquired, venue for any legal action shall reside exclusively in the State Courts located in Lake County, Florida or the Federal Middle District Court located in Orlando, Florida.

In the event of any dispute between the parties that arises from the subject matter of this SLA, we agree that all claims actually asserted or which could be asserted in such dispute will be first submitted to mediation; and then, in all such claims have not been settled, to adjudication by a single, neutral arbitrator in a binding arbitration proceeding governed by the Florida Arbitration Code and venued in Mt. Dora, Lake County, Florida. Within thirty (30) days following written notice of arbitration by the party initiating arbitration, the parties shall select one (1) mutually agreeable arbitrator, and if the parties cannot agree, such arbitrator shall be appointed by the Lake County, Florida Circuit Court. The reasonable fees and costs of the neutral arbitrator shall be divided equally between the parties hereto. All parties to the arbitration proceedings shall otherwise bear their own litigation expenses and attorneys fees regardless of which party prevails in arbitration. Initial process for such arbitration proceeding shall be validly served if mailed by United States Certified Mail, Return Receipt requested. The parties agree that the arbitrator shall have exclusive jurisdiction to determine enforceability of this agreement and each of its provisions.

Any waiver of any term of this SLA does not constitute a waiver of any other term or a continuing waiver of it. Seronix reserves all of its rights stated in this agreement.

P) NO WARRANTIES. SERONIX EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH YOU.

Q) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERONIX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY OTHER PECUNIARY LOSS, ATTORNEY FEES AND COURT COSTS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SERONIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.