PostSharp.Patterns... 6.7.1-p... License Info

PostSharp.Patterns.Caching.Redis 6.7.1-preview

# LICENSE AND SUPPORT SERVICES AGREEMENT FOR POSTSHARP

Version: April 3rd, 2020. Applies to PostSharp 6.6 and later.

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN LICENSOR
AND LICENSEE. THE SOFTWARE IS LICENSED UNDER THE TERMS AND CONDITIONS OF
THIS LICENCE AND SUPPORT SERVICES AGREEMENT (HEREINAFTER
'**AGREEMENT**').

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU
MAY NOT INSTALL OR USE THE SOFTWARE AND YOU MAY NOT CONTACT THE LICENSOR
FOR SUPPORT SERVICES IN RELATION TO SOFTWARE.

BY ATTEMPTING TO SET UP, INSTALL, COPY OR SAVE THE SOFTWARE ON YOUR
COMPUTER, OR OTHERWISE USE THIS SOFTWARE, OR BY CLICKING ON THE
RESPECTIVE ICON ACCEPTING THE AGREEMENT, AS THE CASE MAY BE, YOU, OR THE
ENTITY YOU ARE REPRESENTING, AS THE CASE MAY BE, ARE BECOMING A PARTY TO
THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT.

> A Word version of this document is available at 
> <https://www.postsharp.net/downloads/legal>.

# TERMS AND CONDITIONS

## 1. PARTIES

1.1 '**Licensor**' means SharpCrafters s.r.o. with its registered office
at Prague 5, nám. 11. října 1307/2, Postal Code 150 00, the Czech
Republic, ID 28953690, registered in the Commercial Register maintained
by the Municipal Court in Prague, Section C, File 155506. Licensor is
doing business under the trade names of 'PostSharp' or 'PostSharp
Technologies'.

1.2 '**Licensee**' means the legal entity or individual specified in the
respective Order, as defined below.

## 2. DEFINITIONS

2.1 As used in this Agreement, the capitalized terms shall have the
following meanings:

* '**Order**' means an order placed by or on behalf of Licensee and
  accepted by Licensor for execution. The Order includes information on
  Software product edition, the type of granted Subscription, the
  Subscription term, the restrictions and quantitative limitations of
  the license, and Support Services applicable to the Subscription.
  
* '**Community Contribution**' means any application or work made
  available by Licensor under an open-source license or under the public
  domain.
  
* '**Software**' means the software program known as PostSharp, in the
  respective edition i.e. PostSharp Caching, PostSharp Ultimate,
  PostSharp Threading, PostSharp Diagnostics, PostSharp XAML, PostSharp
  Framework, PostSharp Community or any other editions of the software
  program and respective build dates specified in the Order. Software
  includes any copies, Software Updates, upgrades, enhancements and
  other derivative works of the foregoing provided by Licensor, as well
  as the Documentation. Software also means any third-party software
  programs that are owned and licensed by parties other than the
  Licensor and that are either integrated with or made part of the
  PostSharp Software (collectively, '**Third Party Software**'). The
  general specification of each the then current editions of the
  Software is contained on the website: <https://doc.postsharp.net/>.
  Software excludes Community Contributions.
  
* '**Authorized User**' means any employee, independent and/or
  non-independent contractor and other temporary worker contracted by
  the Licensee by a written contract authorized by the Licensee to use
  the Software while performing duties within the scope of his/her
  employment or assignment.
  
* '**Device**' means a computer device used by an Authorized User for
  running the Software.
  
* '**Documentation**' means the online user guides and reference
  documentation for the Software, as included with the Software download
  file packages, as updated from time to time, and accessible via:
  <https://doc.postsharp.net/>.
  
* '**Confidential Information**' means any and all data and information
  of a confidential nature in any form, electronic data or facts of any
  kind, especially (but not exclusively), including business and/or
  commercial information, production, organizational, business
  development, price information, business strategy and/or technical
  information, know-how and trade secrets relating to the business and
  other intellectual property rights, data, documents, personal data of
  any person. Confidential Information of Licensor includes the License
  Key, the Software and any Software Updates provided under this
  Agreement. Confidential Information may be communicated orally, in
  writing or in any other recorded or tangible form. Data and
  information shall be considered to be Confidential Information
  especially, (i) if one party has advised the other of such
  confidential nature, or (ii) if, due to such character or nature, a
  reasonable person in a like position and under like circumstances as
  the Licensor or the Licensee would treat such as secret and
  confidential
  
* '**Support Services**' means the services specified in Section 7 of
  this Agreement.
  
* **'Subscription'** means a license to use (a) the Software and (b)
  Support Services during a specific period (the 'Subscription Period').
  The duration of the Subscription Period is specified in the Order.
  
* '**License**' means the license granted hereunder by the Licensor to
  the Licensee in the extent and subject to the terms and conditions
  hereof.
  
* '**License Key**' means a unique key-code issued by Licensor that
  enables Authorized Users to use the Software. Only the Licensor and/or
  its representatives are entitled to produce License Keys for the
  Software.
  
* '**License Server**' means a software program provided by the Licensor
  that is managing the distribution of the License Key by the Licensor
  to Authorized Users within the Licensee in order to control which
  Authorized Users are authorized to use the Software at the relevant
  moment.
  
* '**Price List**' means a document specified in Section 8.1 of this
  Agreement.
  
* **'Support Case'** means any unique and indivisible problem
  experienced by the Licensee in the use of the Software and for which
  Support Services are requested.
  
* **'Supported Platform'** means any platform on which a specific
  version of the Software is designed to run, as stated on the website
  <https://doc.postsharp.net/requirements>.
  
* '**Licensee Works** means any work in the meaning of the Act. No.
  121/2000 Coll., on Copyright and Rights Related to Copyright and on
  Amendment to Certain Acts (hereinafter the '**Copyright Act'**) or
  other work outside the Copyright Act which is created by the
  Licensee's workers (Authorized Users) using the Software provided by
  the Licensor for the Licensee, but excludes the Software.
  
* '**Build Server**' means a central computer device and that runs the
  Software in an unattended manner and uses the Software to build source
  code that has been produced by Authorized Users under the conditions
  of this Agreement.
  
* '**Repository**' refers to what is commonly referred to as a
  'repository' or 'source repository' in the context of software
  version control. Two repositories shall be considered distinct if they
  have a distinct name, otherwise they will be considered as two copies
  of a single repository.
  
* '**Number of** **Lines of Code'** means the metric implemented by
  Licensor to measure the size of source code artefacts. This metric is
  logical; it is not affected by the formatting of the source code (such
  as the use of line breaks or spaces), the presence of code comments,
  or the length of identifiers. The metric uses the following rules to
  measure the number of Lines of Code: one line for each declaration
  (i.e. for each class, struct, delegate, enum, property, property
  accessor, event, event accessor, method, field), and one line for each
  debugger sequence point (i.e. each unique source code location where a
  breakpoint can be enabled), as emitted by the C\# compiler.
  Imprecisions of up to 5% in the counting algorithm are considered
  acceptable. Different versions of the C\# compiler may cause small
  differences in the Number of Lines of Code reported by the Software.
  Technical terms in this paragraph shall be construed according to the
  C\# documentation.
  
* '**Enhanced Artefact**' means any class or struct in which the
  Software performs at least one modification.

## 3. SUBJECT MATTER

3.1 The subject matter of this Agreement is the terms and conditions
under which the Licensor grants to the Licensee certain type of License
specified in the Order, provides certain Support Services to the
Licensee and the Licensee pays consideration to the Licensor for the
Subscription.

3.2 The Software, and Software Updates are the property of the Licensor.
The title to and all applicable rights in patents, copyrights and trade
secrets in the Software will remain sole and exclusive property of the
Licensor or third parties from whom the Licensor has obtained rights to
License the Software. The Licensee is entitled to use the Software
exclusively under the conditions of this Agreement and under the License
specified in the Order.

## 4. GRANT OF LICENCE

4.1 Subject to the terms, conditions and limitations set forth in this
Agreement, the Licensor hereby grants to the Licensee a limited,
revocable, non-exclusive, non-transferable, worldwide License to use the
Software. The License granted hereunder shall be solely the type of the
Subscription specified in the respective Order issued by the Licensor
and delivered to the Licensee, and shall be granted for the period
specified therein.

4.2 The Licensee may use the Software solely (i) for the purposes for
which the Software is determined by its functionality (ii) in accordance
with the type of the License and restrictions specified in the
respective Order, and (iii) in accordance with this Agreement. The
Licensee may not use of the Software for a purpose or in a manner for
which the Software was not designed or licensed to Licensee.

4.3 Without limitations, the following uses of the Software are
expressly forbidden to cause or permit (i) disclosure, display, access,
or use of the Software by anyone other than an Authorized User and (ii)
the loan, lending, publication, transfer of possession (whether by sale,
exchange, gift, operation of law or otherwise), sublicensing, rental, or
other dissemination or use of the Software, in whole or in part, to or
for any third party. Furthermore, the Licensee is not entitled to
provide access to the Software to any third party (except Authorized
Users). The Licensee shall not (except as expressly required by law)
reverse engineer, decompile, translate, disassemble, or otherwise
attempt to discover the source code of the Software as it contains trade
secrets. The Licensee may not otherwise modify, alter, adapt, or merge
the Software. The obligations set forth in this clause shall survive any
termination of this Agreement.

4.4 If the Licensee or any of the Authorized Users breaches or threatens
to breach any obligation of this Agreement, the Licensor will have the
right, in addition to such other remedies which may be available to it,
to seek legal defense forbidding such acts or attempts, it being
acknowledged and agreed by the Licensee that monetary damages are
inadequate to protect the Licensor.

4.5 The Licensor reserves all rights in the Software not explicitly
granted herein. For avoidance of any doubts, the Licensor is entitled to
use the Software without any limitations regardless to the granted
License.

4.6 Any direct or indirect use of any part the Software by other persons
than Authorized Users, including the use of parts of the Software in
programs used by other persons than Authorized Users, is prohibited. The
provision of Section 6 of this Agreement shall not be affected.

4.7 Unless specified otherwise in section 5, the license shall be
perpetual. Licenses which are not perpetual automatically terminate at
the end of the Subscription Period.

4.8 The license allows Licensee to use the Software on an unlimited
number Build Servers.

## 5. TYPES OF SUBSCRIPTION AND DELIVERY

5.1 The Licensee may purchase various subscriptions. This Agreement
applies to any and all subscriptions to Software which the Licensee
purchases. The type of subscription which the Licensee purchases shall
be specified in the Order and are listed below.

5.2 '**Per-User Subscription**' (formerly 'Commercial License') shall
mean a subscription based on a limitation on the number of daily unique
Authorized Users. The Per-User Subscription is ruled by the following
principles:

1) The access to (provision of) the Software will be
   provided/restricted to the number of Authorized Users specified in
   the Order. The Licensee shall have the right to change Authorized
   Users provided that no individual Authorized User may be changed
   more than once every calendar day. The Software may be installed
   concurrently on two Devices of the particular Authorized User.

2) The number of Authorized Users shall not exceed the entitlements
   specified in the Order. Licensor will send Licensee a notice in the
   event they have exceeded the number of Authorized Users and will be
   notified in writing that it must purchase additional Authorized
   Users. In the event License continues to exceed the number of
   Authorized Users, and does not purchase a license for additional
   Authorized Users within 30 days of Licensor's written notice,
   Licensor may thereafter suspend or terminate Licensee's license,
   without liability to Licensee.

5.3 **'Per-User Lite Subscription'** means a Per-User Subscription where
the license is not perpetual but is limited to the Subscription Period,
and automatically expires at the end of the Subscription Period.

5.4 '**Per-Repo Subscription**' means a subscription based on a
limitation of the size of the source code on which the Software is
applied. The Per-Repo Subscription is ruled by the following principles:

1) The access to (provision of) the Software will be provided to an
   unlimited number of Build Servers of Licensee and for an unlimited
   number of Authorized Users

2) The source code of Enhanced Artefacts shall be stored in a single
   Repository.

3) The Number of Lines of Code in Enhanced Artefacts shall be computed
   independently every day. Therefore, the Software can be applied
   different source code artefacts in the same Repository every day.

4) The Number of Lines of Code in Enhanced Artefacts shall not exceed
   the entitlements specified in the Order. Licensor will send Licensee
   a notice in the event they have exceeded the Number of Lines of Code
   in Enhanced Artefacts and will be notified in writing that it must
   purchase additional Lines of Code in Enhanced Artefacts. In the
   event License continues to exceed the Number of Lines of Code in
   Enhanced Artefacts, and does not purchase a license for additional
   Lines of Code in Enhanced Artefacts within 30 days of Licensor's
   written notice, Licensor may thereafter suspend or terminate
   Licensee's license, without liability to Licensee.

5) The Per-Repo Subscription may be transferable to a new Licensee if
   expressly specified as such, and agreed by Licensor in writing,
   provided that the new licensee agrees in writing to use the Software
   pursuant to these Terms and Conditions and also takes ownership of
   the source code in the Repository for which the specific
   subscription was used.

5.5 '**Global License**' shall mean a license designed for legal
entities and is based on the following principles. The access to the
Software will be provided to (i) unlimited number of Authorized Users of
the Licensee, including its branches, or (ii) unlimited number of
Authorized Users of the Licensee, and within its subsidiary companies in
which the Licensee holds the majority share, as explicitly specified in
the respective Order. The specific scope of the particular Global
License shall be specified in the respective Order. The Global License
shall be a worldwide license, provided that all the aforesaid
limitations must be complied with for the entire term of the license.
The Global License shall be non-transferable.

5.6 '**Academic License**' shall mean a license designed for students,
teachers, professors, universities, schools, or other physical or legal
entities specialized in education or research (whether free or for
profit), and is based on the same principles as the Per-User
Subscription with the following restrictions:

1) The Academic License only allows for education and research. It
   does not allow for general commercial use of the product by the
   Licensee, such as development of production software. The Licensee is
   obliged not to use the Software for any commercial purpose under the
   Academic License.
  
2) The Academic License shall be non-transferable.
  
3) The Licensee with an Academic License shall not be entitled to
   make Support Requests defined in section 7.2.
  
4) Licensor may require Licensee to prove its academic status.

5.7 '**Evaluation License**' shall mean, in relation to any of the
licenses granted under this Agreement, license designed for evaluation
purposes only and is based on the following principles. The Licensee is
granted the right to use the Software for evaluation or demonstration
purposes for a limited period of time specified in the Order. The access
to the Software will be provided as specified in relation to each
specific license hereunder, provided that the Software is used solely
for internal evaluation for the sole purpose of determining whether the
Software meets the Licensee's requirements and whether the Licensee
desires to continue using the Software. The Evaluation License does not
allow for general commercial use of the product by the Licensee, such as
development of production software. The Evaluation License shall be
non-transferable.

5.8 '**Automatic License Auditing**'. Unless specified otherwise in the
Order, the Software under any License except the Site License or Global
License is allowed to periodically transmit usage information to
Licensor. Automatic License Auditing is based on the following
principles:

1) The following pieces of information are collected by Licensor during
   Licensee's use of the Software: (i) the License Key, (ii) a
   non-personally identifiable identifier of the Device, (iii) a
   non-personally identifiable identifier of the Authorized User
   running the Software, (iv) the respective edition and build date of
   the Software being executed, and (v) the date when the Software has
   been used. Additionally, if a Per-Repo Subscription is used,
   Licensor will collect (vi) a non-reversible hash of the name and
   Number of Lines of Code of all Enhanced Artefacts and (vii) a
   non-reversible hash of the name of the Repository. The Licensee
   acknowledges this provision and hereby acknowledges this practice
   and gives explicit consent to the automatic license auditing. Upon
   use of the Software, automatic license auditing from Authorized User
   will occur and Licensee acknowledges the same on behalf of itself
   and its Authorized Users. Licensee will be responsible for obtain
   consent of Authorized Users if legally required.

2) Except as provided in section 5.2b, the auditing process does not
   affect the Licensee's right and possibility to use the Software
   even in case of technical failure of the license auditing process,
   including lack of network connectivity. However, Licensee guarantees
   that the Devices will be allowed to connect to the Licensor's
   servers at least every 7th day when the Software is used.

5.9 **Delivery**. Delivery of the Software identified in the respective
Order will occur by means of electronic download by the Licensee from a
website specified by the Licensor. The Licensee shall be solely
responsible for the installation of the Software on its Devices. The
Licensee shall be solely responsible for procuring and proper operation
of the Supported Platform.

## 6. DISTRIBUTION OF RUNTIME COMPONENTS

6.1 The Licensee shall always have the right to distribute the runtime
components but solely for purposes of running the Licensee Works. The
runtime component is for the purpose of this Agreement a component which
is solely needed to run the Licensee Works as opposed to the build time
component which is needed to build any software. For the purposes of
this Agreement any component whose execution requires the execution of a
library whose name starts with 'PostSharp.Compiler' is considered as a
build time component.

6.2 Any Licensee's Works which are built by using the Software or
including runtime components of the Software shall not be competitive
with any of the Licensor' Products. In case of doubt the Licensor's
opinion shall prevail.

## 7. SUPPORT SERVICES

7.1 Subject to purchase by the Licensee of a Subscription, the Licensor
shall provide Support Services specified in Section 7.2 for the
Subscription Period. The Support Services to be provided hereunder shall
be solely the type of the Support Services specified in the respective
Order. The Support Services provided hereunder may be used by the
Licensee solely for the Software delivered under this Agreement and for
no other software.

7.2 **'Maintenance Subscription**' shall mean the Support Services
based on the following principles available to Licensee during the
Subscription Period.

  1) **'Software Updates**': the Licensee will receive new versions of
     the Software from the Licensor including maintenance releases and new
     major versions, if any such releases are issued by the Licensor during
     the Subscription Period.
  
  2) **'Support Requests**': The Licensee may send Licensor questions
     relating to the Software to get personalized help. The questions shall
     only be delivered as specified by the Licensor on the website
     <https://support.postsharp.net/>. The Licensor shall handle such
     questions with priority and make all reasonable efforts to react to
     delivered questions within a reasonable time. Support Cases must be
     consumed one year after the date of their acquisition. The Licensor is
     entitled, at its sole discretion, to divide a Support Case in multiple
     Support Cases.

7.3 Unless otherwise specified in the respective Order, the Licensor
will not provide Support Services relating to problems or issues arising
out of or from:

  1) issues that could be resolved by use of an available upgrade to
     the Software;
  
  2) the use or modification of a Software in a manner for which the
     Software is not intended to be used or modified or at variance with
     the conditions of this Agreement;
  
  3) third party products or technologies and their effects on or
     interactions with a Software, except Supported Platforms and tools,
     unless the issue is related to a defect or limitation of the Supported
     Platform;
  
  4) damage to the media on which the Software is provided, or to the
     computer on which the Software is installed;
  
  5) use of low-level application programming interfaces of the
     Software including any library whose name starts with
     'PostSharp.Compiler';
  
  6) use of Community Contributions or like works which are not
     Licensor Software;
  
  7) the use of different binaries than the one provided by Licensor
     (i.e. Licensor does not support builds done by the Licensee from the
     source code);
  
  8) excessive issuance of Support Requests by Licensee; failure by
     Licensee to use suitably qualified personnel to issue Support
     Requests; repeated issuance of Support Requests which indicate
     Licensee has not reviewed the FAQ, Documentation and samples posted by
     Licensor on the support site.

## 8. LICENCE FEES AND PAYMENTS

8.1 The Licensee shall pay to the Licensor, as a consideration for the
License granted hereunder, the license fees in accordance with the then
current Price List of the Licensor applicable to the respective type of
the purchased license, unless otherwise agreed mutually between the
parties. The Licensee shall pay to the Licensor, as a consideration for
the Support Services granted hereunder, the fees in accordance with the
then current Price List of the Licensor applicable to the respective
type of the Support Services, unless otherwise agreed mutually between
the parties. The Licensee is entitled to use the Software and Support
Services only following the payment of the respective license fees and
the Licensee will receive from the Licensor or from the authorized
reseller the specific License Key, enabling the Licensee to use the
Software, upon payment of the applicable license fee. The then current
Price List is located on the Licensor's website at
<https://www.postsharp.net/>pricing or will be provided to the Licensee
otherwise, as the case may be.

8.2 The Price List shall constitute an integral part of this Agreement.
The Licensor reserves the right to change, modify and amend the Price
List at any time at its sole discretion, which amendments shall become
effective as of the date set forth in the Price List in respect of each
such amendment.

8.3 For each payment due to the Licensor under this Agreement, an
invoice shall be issued in accordance with the applicable tax
regulations. The invoice shall be payable within thirty (30) days after
the day of its issuance and the fees shall be paid to the account of the
Licensor or of an authorized reseller of the Licensor, as specified in
the respective invoice.

8.4 Should the Licensee fail to pay the fee within the above-stated
period, the Licensee shall after the due date be obliged to pay to the
Licensor daily interest at the maximum rate allowable by law and/or the
Licensor may terminate this Agreement with immediate effect by written
notice delivered to the Licensee. The Licensee will reimburse the
Licensor for any reasonable legal fees and other costs and expenses
incurred by the Licensor in collecting past due amounts.

8.5 The prices on the Price List are without any VAT or similar taxes.
Any such taxes will be added to the price.

8.6 All payments to be made by the Licensee to the Licensor under this
Agreement shall be made free and clear of and without deduction for or
on account of tax unless the Licensee is required by law to make such
payment subject to the deduction or withholding of tax, in which case
the sum payable by the Licensee in respect of which such deduction or
withholding is required to be made shall be increased to the extent
necessary to ensure that, after making the required deduction or
withholding, the Licensor (or the authorized reseller, as the case may
be) receives and retains (free from any liability in respect of any such
deduction or withholding) a net sum equal to the sum which it would have
received and so retained had no such deduction or withholding been made
or required to be made.

## 9. INFRINGEMENT OF RIGHTS OF THIRD PARTIES 

9.1 In the event that the Software is held or believed by the Licensor
to infringe third party copyright or patent rights, or the Licensee's
use of the Software is enjoined, the Licensor will have the option, at
its expense, to (i) modify the Software to cause it to become
non-infringing; (ii) obtain for the Licensee a license to continue using
the Software; (iii) substitute the Software with other Software
reasonably suitable to the Licensee, or (iv) if none of the foregoing
remedies are commercially feasible, in Licensor's sole but reasonable
determination, terminate the License for the infringing Software and
refund any license fees paid for the Software, prorated over a
three-year term from the date of purchase of such infringing Software.

9.2 The Licensor will have no liability for any claim of infringement
based on (i) code contained within the Software which was not created by
the Licensor; (ii) use of a superseded or altered release of the
Software, except for such alteration(s) or modification(s) which have
been made by the Licensor or under the Licensor's direction, if such
infringement would have been avoided by the use of a current, unaltered
release of the Software made available by the Licensor, or (iii) the
combination, operation, or (iv) use of any Software furnished under this
Agreement with programs or data not furnished by the Licensor if such
infringement would have been avoided by the use of the Software without
such programs or data.

9.3 The Software includes functionality that enables reconstructing
source code from the original binary code of third-party programs, and
modifying binary code of Third Party Software. Licensee acknowledges
that binary code and source code of Third Party Software might be
protected by copyright and trademark rights. Before using the Software
against Third Party Software, Licensee should make sure that
decompilation or modification of binary code is not prohibited by the
applicable License agreement (expect to the extent that Licensee may be
expressly permitted under applicable law) or that Licensee has obtained
permission to decompile or modify the binary code from the copyright
owner. Licensor disclaims any liability for Licensee's use of the
Software against Third Party Software in violation of applicable laws.

9.4 This Section states the Licensor's entire liability for copyright
and patent infringement.

9.5 The Licensee shall indemnify the Licensor for damages, costs, loss
(including expenses and attorney's fees) and damages of any kind
resulting from its breach of its obligation under Section 10.2 of this
Agreement.

## 10. NO WARRANTY

10.1 THE SOFTWARE IS PROVIDED TO THE LICENSEE 'AS IS' AND WITHOUT ANY
WARRANTIES. THE LICENSOR MAKES NO WARRANTY AS TO THE USE OR PERFORMANCE
OF THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
LICENSOR, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND
THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

10.2 The Software is not intended for use in the operation of nuclear
facilities, aircraft navigation, communication systems, air traffic
control machines or other activities in which the failure of the
Software to attain a desired result could lead to death, personal
injury, or severe physical or environmental damage.

10.3 The Licensor shall not be liable in any manner whatsoever for the
results obtained through the use of the Software and Support Services.
Persons using the Software are responsible for the supervision,
management and control of the Software. This responsibility includes,
but is not limited to, the determination of appropriate uses for the
Software and the selection of the Software and other programs to achieve
intended results. Persons using the Software are also responsible for
establishing the adequacy of independent procedures for testing the
reliability and accuracy of any program output, including all items
designed by using the Software.

## 11. LIMITATION OF LIABILTY

11.1 The Licensor's entire liability for all claims or damages arising
out of or related to this Agreement shall be limited to and shall not
exceed, in the aggregate for all claims, actions and causes of action of
every kind and nature; the amount paid to the Licensor under this
Agreement for the specific item that caused the damage or that is the
subject matter of, or is directly related to, the cause of action. The
parties hereby expressly agree that the amount referenced in the
immediately preceding sentence represents the amount of foreseeable
damages. The copyright and patent infringement claims are covered solely
by Section 9. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY THE
LICENSOR INCLUDE, NOR WILL LICENSOR BE LIABLE FOR, ANY AMOUNTS FOR LOSS
OF INCOME, LOSS OF DATA, LOSS OF PROFIT OR SAVINGS OR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY
PARTY, INCLUDING THIRD PARTIES, EVEN IF THE LICENSOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND ALL SUCH DAMAGES ARE
EXPRESSLY DISCLAIMED*.*

## 12. NON-DISCLOSURE OBLIGATIONS

12.1 During the term of this Agreement, the parties may disclose certain
Confidential Information to each other in the performance of their
rights and obligations under this Agreement. Without the prior written
authorization of the disclosing party, the receiving party shall not use
or copy any Confidential Information for any purpose other than as
specifically authorized by this Agreement, and shall not transfer or
disclose any Confidential Information to any person, except for the
purposes of performing its obligations and exercising its rights in
accordance with this Agreement to the necessary extent. The receiving
party shall take steps necessary or appropriate to protect Confidential
Information against unauthorized disclosure or use, including, without
limitation, ensuring that each of its personnel and any Authorized Users
with access to Confidential Information is aware of and complies with
the non-disclosure obligations set out in this Section. The receiving
party shall promptly notify the disclosing party of any unauthorized
disclosure or use of any Confidential Information that comes to the
receiving party's attention, and shall take all action that the
disclosing party reasonably requests to prevent any further unauthorized
use or disclosure of it. Each party expressly acknowledges and agrees
that, except as specifically provided in this Agreement, at no time
shall it acquire or retain, or appropriate for its own use, any right,
title or interest in or to any Confidential Information of the other
party.

12.2 The obligations set out in Section 12.1 shall not apply to the
extent, that any Confidential Information (i) becomes generally
available to the public through no fault of the receiving party; (ii) is
or has been disclosed to the receiving party, directly or indirectly, by
any person that is under no obligation of non-disclosure to the
disclosing party or an affiliate of the disclosing party; or (iii) is
required to be disclosed under any applicable law, rule, regulation or
governmental order.

12.3 Notwithstanding the termination of this Agreement, each party shall
continue to abide by the terms of the non-disclosure obligations with
respect to Confidential Information as set out in this Section and
indemnification as set out in Section 12.2 hereof.

## 13. TERMINATION

13.1 If either party materially defaults in the performance of any of
its duties or obligations under this Agreement and fails to proceed
within fifteen (15) days after written notice thereof to commence curing
the default and thereafter to proceed with reasonable diligence to
substantially cure the default, the other party may, by giving written
notice thereof, terminate this Agreement effective immediately. However,
this provision does not apply to a default in payments to the Licensor
by the Licensee (no cure period is provided for such a breach and the
Licensor may terminate this Agreement effective immediately).

13.2 Except as may be prohibited by Czech bankruptcy laws, in the event
of either party's insolvency or inability to pay debts as they become
due, voluntary or involuntary bankruptcy proceedings by or against a
party hereto, or appointment of a receiver or assignee for the benefit
of creditors, the other party may terminate this Agreement by written
notice.

13.3 All rights granted will cease upon any termination of this
Agreement. Within fifteen (15) days after termination of the license
rights granted herein or this Agreement for any reason, the Licensee
will destroy the original and all copies of the Software in all forms,
and will certify to the Licensor in writing that such obligation has
been fulfilled.

## 14. MARKETING

14.1 Unless agreed otherwise, the Licensee agrees to be identified as a
customer of the Licensor and that the Licensor may refer to the Licensee
by name, trade name and trademark, if applicable, and may briefly
describe the Licensee's business in the Licensor's marketing materials,
on the Licensor's website, in public or legal documents. The Licensee
hereby grants to the Licensor a license to use the Licensee's name and
any of the Licensee's trade names and trademarks solely pursuant to this
Marketing Section.

## 15. NOTICES

15.1 All notices required by or relating to this Agreement will be in
writing and will be sent by mail to the Licensor at the address set
forth on the first page of this Agreement; to the Licensee by mail or in
electronic form to the address set forth in the relevant Order; or
to such other address as either party may specify by written notice to
the other.

## 16. GENERAL

16.1 The Licensor reserves the right at any time to cease the support of
the Software and to alter prices, features, specifications,
capabilities, functions, licensing terms, release dates, general
availability or other characteristics of the Software.

16.2 The Licensee shall notify Licensor in writing, without undue delay,
of any changes in the data contained in this Agreement or any other
arrangement between the Licensor and the Licensee, or any changes
affecting the Licensee's identity or legal status, or any significant
facts and changes that relate to or might have a substantial impact upon
its transactions or business relationship with the Licensor or the
Licensee's ability to fulfil its obligations towards the Licensor or of
which the Licensor could reasonably be expected to want to be informed,
and shall submit documents evidencing such changes and other information
as the Licensor may reasonably request. Any change shall become
effective against and binding on the Licensor on the business day
following receipt of such notification, notwithstanding any information
contained in any public register. The Licensee is responsible for any
loss or damage incurred by the Licensor or the Licensee arising out of
the failure of the Licensee to duly and promptly notify the Licensor of
such changes.

16.3 Except for Site License and Global License pursuant to this
Agreement, and neither Automatic License Audit nor License Server is
used, the Licensee will at all times maintain records specifically
identifying the Software licensed under this Agreement, the location of
each copy thereof, and the location and identity of the workstations and
servers (Devices) on which the Software is installed. The Licensor may,
during regular business hours and upon reasonable advance notice,
conduct an audit to determine the Licensee's compliance with the terms
and conditions of this Agreement. The Licensee will permit the Licensor
or its authorized agents to access the Licensee's facilities,
workstations and servers, and otherwise cooperate fully with the
Licensor in any such investigation and will take all commercially
reasonable actions to assist the Licensor in accurately determining the
Licensee's compliance with the terms and conditions of this Agreement.

16.4 Neither party will be liable for any delay in or failure to perform
any of its non-monetary obligations under this Agreement if due to any
cause or condition beyond their reasonable control, whether foreseeable
or not.

16.5 This Agreement, the relevant Order, the then current Price List and
the then current Specifications of the Software, and possibly also other
arrangements related to the Software agreed between the parties in
writing, as the case may be, constitute the entire agreement between the
parties concerning the Software. Any reference to Licensee's terms and
conditions or any other general terms and conditions included in
Licensee's order or in any other communication shall in no event apply
to the contractual relationship between the parties hereto and shall
have no legal effect.

16.6 The Software includes functionality that when utilized by Licensee
may enable temporary access to sensitive data such as passwords or
credit card numbers in diagnostic logs and audit servers ("Diagnostic
Data"). Licensee does not monitor the content processed by the Software
and Licensor is responsible for properly configuring the Software to
manage Diagnostic Data and obtaining any required consents to provide
access to the Diagnostic Data and disclaims any liability for Licensee's
use of the Software in violation of applicable security and privacy
laws.

16.7 Nothing in this Agreement shall create a partnership or a
corporation between the parties, nor deem either party the agent of the
other party for any purpose.

***16.8 If any provision of this Agreement is or becomes invalid or
unenforceable, such invalidity or unenforceability shall not affect the
remaining provisions of this Agreement. The parties are committed to
cooperate on replacing the invalid or unenforceable provision with a
valid and enforceable one which will achieve the same economic result
(to the maximum extent legally possible) as the provision which is or
has become invalid or unenforceable.***

16.9 If the wording or sense of any provision of this Agreement implies
that the obligation(s) stipulated therein shall last after the
termination of the Agreement, the parties are obliged to comply with
such obligation(s) after the termination of the Agreement. In
particular, the parties are obliged to protect the Confidential
Information and its confidential character even after the termination of
the Agreement.

17.10 For the avoidance of any doubts the parties explicitly confirm
they are business entities and enter in the Agreement as businesses and
therefore neither the provisions of S. 1693 of the Civil Code
(disproportionate shortening) nor S. 1696 of the Civil Code (usury)
shall be applied hereto.

17.11 This Agreement is governed by and shall be construed in accordance
with the laws of the Czech Republic without regard to the conflict of
law principles thereof. Any dispute, controversy or claim arising out of
or in connection with this Agreement shall be settled by the courts of
the Czech Republic. In accordance with Section 89a of Act No. 99/1963
Coll., the Czech Civil Procedure Code, the parties hereby agree that the
competent court shall be the general court nearest to where the Licensor
is registered, e.g. the Prague Commerce Tribunal.