Evaluation License Agreement for ORBAsec SL3 Software ----------------------------------------------------- IMPORTANT - READ CAREFULLY: This Adiron, LLC Evaluation License Agreement for ORBAsec SL3 ("License" for "Software") is a legal agreement between you, the Licensee, and Adiron, LLC for using, copying, modifying the Software, as defined herein below. ACCEPTANCE OF LICENSE. BY COPYING THE SOFTWARE, WHETHER BY DOWNLOADING OR OTHER MEANS, LICENSEE ACCEPTS THIS LICENSE, AND AGREES TO BE BOUND BY ALL ITS TERMS AND CONDITIONS FOR USING, COPYING, AND MODIFYING THE SOFTWARE. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE, YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE, BEFORE ANY USE OF THE SOFTWARE. In consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Adiron, LLC and Licensee, the parties agree as follows: DEFINITIONS. An "original version of the Software" means any current or past version of the ORBAsec SL3 software, or a complete or partial copy thereof, provided by Adiron, LLC and includes, but is not limited to, the source code and executable forms of ORBAsec SL3 libraries, or equivalents there of, associated media and printed materials, and any documentation whether in printed, computer-based, or other form. A "modified version of the Software" means any translation, improvement, enhancement, alteration, extension, "bug fix", or other modification of an original version of the Software that Licensee created, whether created by Licensee alone or by Licensee and any third party or parties working either together or separately. The "Software" includes (i) original version of the Software; and (ii) any modified versions of the Software. A "product of the Software" is any program that is linked with, runs (i.e. executes) code belonging to, or otherwise incorporates a subset of the ORBAsec SL3 libraries or Class Files, but does not include the source code of the Software itself. To "use" means to execute (i.e. to run). To "copy" means to create one or more copies as defined in 17 U.S.C. Section 101, and includes, but is not limited to broadcasting, publishing, transferring, posting, uploading, and downloading. To "distribute" means to copy or otherwise disseminate in any medium to any third party. To "modify" means to create a translation, improvement, enhancement, alteration, extension, "bug fix" or other modification. A "facility" is a single laboratory, a class room, or a building with offices/cubicles of closely related developers belonging to a particular organization or suborganization (applies to smallest suborganization). A "facility" does not refer to an entire enterprise without regard to sites in different geographical locations, unusually large sites, or offices and laboratories distributed within large buildings. The "facility of the Licensee" is the facility in which the Licensee works. The term "Third Party Software" refers to software required to build and/or execute the Software that is created, owned, and/or distributed by some enterprise other than Adiron, LLC. GRANT OF LICENSE. DURATION OF LICENSE. The evaluation period for the Software is one (1) month from the date of download, at which time Licensee agrees to destroy all copies of the Software and any Third Party Software supplied by Adiron, LLC. LICENSE TO USE THE SOFTWARE. Licensee may personally use the Software on one or more machines. No other party may use the Software except where explicitly stated herein. Use of any Third Party Software, if supplied by Adiron, LLC, is restricted to the use with the Software except where explicitly stated herein. Licensee must abide by the licenses of the Third Party Software except where explicitly stated herein. LICENSE TO COPY THE SOFTWARE. Licensee may copy the Software provided that such copies are not distributed. Only Licensee may use such copies. Any such copies shall include the copyright and other proprietary notices of Adiron, LLC. LICENSE TO MODIFY. Licensee may modify the Software. However, in accordance with licenses of Third Party Software Licensee may not reverse engineer the Third Party Software through the use of decompilers. Therefore, the Licensee may not modify Third Party Software. LICENSE TO PRODUCTS OF THE SOFTWARE. Licensee may create products of the Software for internal evaluation only, and may use, copy, modify, and distribute such products of the Software without restriction except that use, copying, modification, and distribution is within the is limits of the facility of the Licensee. Any product of the Software which is distributed must include a prominent indication that such product of the Software uses the Software, such as the statement, "This program includes ORBAsec SL3 from Adiron, LLC". Licensee may, depending on the product, need to obtain separate licenses for Third Party Software in order to create products of the Software relating to copy, modification, and distribution of Third Party Software, except where explicitly stated herein. SERVICE AND SUPPORT. Adiron, LLC shall provide Licensee with limited E-mail support for a period of 1 month from the time of acquisition of the Software. Such limited support consists exclusively of responding to Licensee's questions about the Software. Such limited services and support does not include Licensee's questions about CORBA, CORBA Security, Java, or any other questions not directed to the Software or the Software's use of Third Party Software. RESTRICTION. Adiron, LLC retains all rights in and to the Software except as expressly set forth herein. Nothing other than this License grants Licensee permission to use, copy, or modify the Software. Licensee may not use, copy, or modify the Software, except as expressly provided under this License. Licensee acknowledges that the Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. All right, title, and interest, including associated intellectual property rights, in and to the Software, which includes any images, photographs, databases, animations, video, text, and "applets" incorporated into the Software, are owned exclusively by Adiron LLC except where explicitly noted. Licensee may not sublicense, assign, or transfer this License or the Software or Third Party Software except as permitted by Adiron LLC. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations under this License voids such sublicense, assignment, or transfer and reverts all rights to Adiron LLC If using, copying, distributing, and/or modifying the Software or products of the Software is restricted in certain countries for any reason, Adiron LLC may in the future add an explicit geographical distribution limitation excluding those countries, so that using, copying, distributing, and/or modifying is permitted only in or among countries not thus excluded. In such case, this License incorporates the limitation as if written in the body of this License. US EXPORT RESTRICTIONS. The Software is prohibited from use and distribution in non source code form to countries other than the United States of America and Canada without the proper Export Licenses from the U.S. Government. It is the sole responsibility, both legally and financially, of the Licensee to obtain the proper Export Licenses from the U.S. Government for use and distribution of any subset of the Software and/or the distribution and use of products of the Software outside the United States of America and Canada. TERMINATION Licensee may terminate this License at any time by returning the Software and all copies thereof to Adiron, LLC. Any violation or any attempt to violate any of the terms or conditions of the License will automatically terminate Licensee's rights under this License. Licensee further agrees upon such termination to cease any and all using, copying, and modifying of the Software, and further destroy any and all of Licensee's copies of the Software. LIMITED WARRANTY NO WARRANTIES. ADIRON, LLC EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRIINGEMENT OF THIRD PARTY RIGHTS. THE ENTIRE RISK AS TO THE USE, QUALITY, AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. NO LIABILITY FOR GENERAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL ADIRON, LLC BE LIABLE FOR ANY GENERAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, INACCURATE INFORMATION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADIRON LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INDEMNIFICATION Licensee shall at all times, and to the fullest extent permitted by law, indemnify, and hold harmless Adiron LLC and its successors, assigns, franchisees, subsidiaries, affiliates, licensing agents, and distributors and the directors, officers, agents, and employees of each of the foregoing entities, from and against any and all damages, demands, claims, suits, actions, investigations, charges, costs and expenses including, without limitation, attorneys fees and court costs, settlement amounts, judgments, compensation for damages to Licensee's reputation and any losses of any nature that arise out of or are based upon and of the following: (1) Any actual or alleged design defect, manufacturing defect, failure to warn or instruct, breach of warranty, negligence, strict liability in tort, or any other product liability legal theory associated with the Software and/or products of the Software; (2) The infringement, alleged infringement or any other violation or alleged violation of any patent, trademark, or copyrights or other proprietary rights owned or controlled by third parties by reason of the manufacture, use, advertising, sale, distribution, or provision of the Software and/or products of the Software; (3) The violation, or alleged violation, of any federal, state, or local law, regulation, ruling, standard or directive or of any industry standard with respect to the Software and/or products of the Software; (4) Licensee's breach of any warranty, representation, agreement, or obligation hereunder; or (5) Any other acts or omissions of Licensee, or its agents, servants or contractors with respect to the manufacture, promotion, provision or sale of the Software and/or products of the Software. Licensee shall promptly give Adiron, LLC notice of any action, suit, proceeding, claim, demand, inquiry, or investigation relating to the Software or products of the Software. Adiron, LLC may, at its sole discretion, elect to undertake the defense of such an action, suit, proceeding, claim, demand, inquiry or investigation, provided that such and undertaking by Adiron, LLC shall not diminish Licensee's obligation hereunder to indemnify Adiron, LLC and to hold it harmless. All losses and expenses incurred under this Indemnification Section shall be chargeable to Licensee pursuant to its obligations to indemnify under this Indemnification Section, regardless of any actions, activity, or defense undertaken by Adiron, LLC or the subsequent success or failure of such actions, activity, or defense. Adiron, LLC assumes no liability whatsoever for the acts and omission of Licensee, or any of those with whom Licensee may contract for the promotion, manufacture, distribution, sale, or provision of products of the Software notwithstanding any prior consent by Adiron, LLC to such contract. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights 48 C.F.R. Section 52.227-19, as applicable. Manufacturer is Adiron, LLC/2- 212 CST/CASE Center/Syracuse, NY 13244-4100 LICENSE SCOPE AND MODIFICATION. This License sets forth the entire agreement between Licensee and Adiron, LLC and supersedes all prior agreements and understanding between the parties relating to the subject matter hereof. None of the terms of this License may be waived or modified except as expressly agreed in writing by both Licensee and Adiron, LLC SEVERABILITY. Should any provision of this License be declared void or unenforceable by any court of competent jurisdiction, the validity of the remaining provisions shall not be affected thereby. GOVERNING LAWS. This License is governed by the laws of the State of New York, U.S.A., and shall be interpreted in accordance with and governed by the laws thereof. Any action stemming from this License shall be brought in U.S. District Court for the District of New York. HEADINGS. All headings used herein are intended for reference purposes only and shall not affect the interpretation of validity of this License. NO WAIVER. The failure of either party to enforce any rights granted under this License or to take any action against the other party in the event of any breach under this License shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the even of further breaches. Should the Licensee have any questions concerning this License, or if Licensee desires to contact Adiron, LLC for any reason, please contact Adiron, LLC at: Adiron, LLC 2-212 CST CASE Center Syracuse, NY 13244-4100