asRep™ Evaluation Copy SOFTWARE LICENSE AGREEMENT asRep Copyright (c) 2004 by Dr.Mehmet Oner asRep is a trademark, all rights reserved. END USER LICENSE AGREEMENT (EULA) 1.INTRODUCTION This is an Agreement between the Licensor, Dr.Mehmet Oner, publisher of certain computer softwares, and the purchaser (Licensee), for the purpose of specifying the conditions under which Licensee will use the software and related user documentations. 2.DEFINITIONS "Software" shall mean the proprietary computer software program, modules and documentation of asRep Evaluation Copy software supplied to the Licensee by the Licensor. "Licensee" shall mean an individual or company and includes Licensee's divisions and departments within Licensee's organization at the Licensed websites, if any, but shall not include wholly or partially owned subsidiaries, affiliates, or independent third parties. "Licensed website" shall mean one website within the scope of one (1) domain, or a subhosted domain if Licensee's website is hosted under another's domain. 3.LICENSE GRANT Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-exclusive and non-transferable license to use Software as set forth in this Agreement. This license grants the Licensee the right to: i. install and test the Software on the domains of Licensee. ii. give and distribute the Software as it is to third parties for non-profit purposes only. In doing so, all files that came with the software pack must be included in the distribution. In accepting the license granted by Licensor, Licensee agrees that it shall not: i. sell, rent or lend the copies of Software ii. include and distribute all or part of the software in other softwares and services. Any rights not expressly granted to Licensee are retained by Licensor. 4.COPYRIGHT AND PROPRIETARY INFORMATION Licensee acknowledges that Software and all user's documentation and other supporting material constitute valuable property of Licensor and that all title and ownership rights in Software and related materials remain exclusively with Licensor. Licensor reserves all rights with respect to Software and user's documentation under all applicable laws for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks and patents. Except as otherwise provided in this Agreement, Licensee shall not cause or permit unauthorized copying, reproduction of disclosure of any portion of the Software, or any instructions, manuals, or other documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of Licensor. This restriction shall continue to bind Licensee and its agents and representatives beyond the termination of this Agreement. 5.CONFIDENTIALITY. The parties to this Agreement will take all reasonable steps to ensure that any material or information identified by either party to be confidential ("Confidential Information"), which the other party has possession or knowledge of in connection with this Agreement, will not be disclosed to others, in whole or in part, without the prior written permission of the other party. Neither party will have the obligation to maintain the confidentiality of any data or information which (i) was in the receiving party's lawful possession prior to receipt from the other party, (ii) is later lawfully obtained by the receiving party from a third party having no obligation of secrecy to the other party, (iii) is available to the public through no act or failure of the receiving party, (iv) is readily available in the public domain, or (v) is independently developed by the receiving party. The receiving party will immediately return or destroy any or all Confidential Information that has been provided to it by the other party, upon the other party's request. 6.LIMITATION OF WARRANTIES LICENSEE ACCEPTS SOFTWARE "AS IS", "WITH ALL FAULTS", AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR ACCEPTS NO RESPONSIBILITY FOR THE OPERATION OR PERFORMANCE OF SOFTWARE. THE ENTIRE RISK OF USE AND CONSEQUENCES OF USE OF SOFTWARE FALLS COMPLETELY ON THE LICENSEE AND LICENSOR SHALL NOT BE LIABLE IN ANY RESPECT FOR ANY CLAIMS, LOSS OR INJURY ALLEGED TO HAVE RESULTED FROM USE OF OR IN RELIANCE ON SOFTWARE. IN THIS RESPECT, LICENSEE SHALL COMPLETELY INDEMNIFY AND DEFEND FOR ANY SUCH CLAIM, LOSS OR INJURY AS PROVIDED BELOW. LICENSEE ACKNOWLEDGES THAT IT HAS READ THE FOREGOING DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY AND UNDERSTANDS THAT LICENSEE ASSUMES THE ENTIRE RISK OF USE OF THE SOFTWARE. 7.INDEMNIFICATION LICENSEE SHALL INDEMNIFY AND DEFEND AGAINST ANY AND ALL CLAIMS, INCLUDING CLAIMS BY THIRD PARTIES OR EMPLOYEES OF LICENSEE, WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF LICENSEE'S USE OR OPERATION OF SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY LICENSEE THROUGH THE USE OF SOFTWARE, WHETHER OR NOT SUCH DAMAGES WERE DISCLOSED TO, OR REASONABLY FORESEEN. 8.LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE USE OF THE SOFTWARE BY ANY PERSON OR ORGANIZATION, REGARDLESS OF WHETHER LICENSOR IS INFORMED OF THE POSSIBILITY OF DAMAGES IN ADVANCE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, LICENSOR'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. LICENSEE HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF ITS TERMS AND CONDITIONS.