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THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DECLINE WHERE INSTRUCTED, AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE.

This document is a legal agreement between you (an individual or business) and the company XLnow (XLnow). Use of the software indicates your acceptance of these terms. As used in this License Agreement, the term "Software" means the software named OnScript, which consists of OnScript Editor, OnScript Application Server, Script Library and additional materials downloaded from OnScript web site or included on CDROM or other disk media provided with this License Agreement. The term "Software" does not include any software that is covered by a separate license offered or granted by a person other than XLnow.

1. PROPRIETARY RIGHTS. The Software and any accompanying documentation are the proprietary products of XLnow or its licensors and are protected under national laws and international treaty provisions. Ownership of the Software and all copies, modifications, translations, and merged portions thereof shall at all times remain with XLnow or its licensors.

2. GRANT OF LICENSE. The Software and accompanying documentation are being licensed to you, which means you have the right to use the Software only in accordance with this License Agreement. The Software is considered in use on a computer when it is loaded into temporary memory or installed into permanent memory. This License may not be assigned or otherwise transferred without prior written consent from XLnow, and any unauthorized transfer is null and void.

DESKTOP EDITION. You are authorized to install and use a single copy of the Software each on up to THREE computers, for example at work and at home on a desktop machine and on a notebook. Each permitted copy of the Software may be used only in connection with a single computer owned or leased by you. Once the Software has been accessed by ONE of the THREE specific computers it may not be used on any additional computers without purchasing additional licenses. All copies of the Software must include the copyright, trademark, and patent notices.

This license is PERSONAL to you and the license code includes your name and email address. You may not sublicense, lease, sell, or otherwise transfer the Software or any of the accompanying documentation to any other person. You may use the Software only for your own personal use if you are an individual, or for your own internal business purposes if you are a business. If you are a service bureau, integrator, value added reseller, or other type of service provider and wish to use this software on your clients' computers, you must purchase additional Licenses.

NETWORK EDITION. In addition to DESKTOP EDITION you are authorized to install the full Software or portions of it on an unlimited number of computers within your organization. You are authorized to PERSONALLY use OnScript within your organization. If other individuals wish to use the Software as well, the purchase of additional Licenses is required.

UPDATES AND SUPPORT. You are entitled to receive technical support as outlined in the Software documentation. You are entitled to receive Software updates (updates shall include any patches or bug fixes that XLnow makes generally available at www.onscript.com) in accordance with XLnow policies as announced from time to time on terms comparable to those offered to other users of the Software under similar licenses.

TERM. This license is effective from your date of purchase and shall remain in force until terminated. You may terminate the license and this License Agreement at any time by destroying the Software and the accompanying documentation, together with all copies in any form.

3. NONPERMITTED USES. Without the express prior written permission of XLnow, you may not (a) use, copy, modify, alter or transfer, electronically or otherwise, the Software or documentation except as expressly permitted in this License Agreement, or (b) translate, reverse program, disassemble, decompile, or otherwise reverse engineer the Software.

4. EVALUATION USES. You may install the Software on your computer, solely for purposes of demonstration, testing, examination and evaluation of the Software. YOUR RIGHT TO USE THE PRODUCT SHALL BE EFFECTIVE THROUGHOUT THE EVALUATION PERIOD DEFINED BY YOUR PERSONAL LICENSE CODE. THE SOFTWARE IS TIME SENSITIVE AND WILL NOT FUNCTION UPON EXPIRATION OF THE EVALUATION PERIOD. NOTICE OF EXPIRATION WILL NOT ACTIVELY BE GIVEN, SO YOU NEED TO PLAN FOR THE EXPIRATION DATE AND MAKE A COPY OF AND REMOVE YOUR IMPORTANT DATA BEFORE EXPIRATION. If you desire to use the product after your evaluation is completed, you will need to purchase a full license of the Software from the OnScript website www.onscript.com.

5. EXPORT CONTROLS. Certain uses of the Software by you may be subject to restrictions under national and international regulations relating to exports and ultimate end uses of computer software. You agree to fully comply with all applicable laws and regulations.

6. LIMITED WARRANTY. (a) This Limited Warranty does not apply to any Software that has been altered, damaged, abused, misapplied, or used other than in accordance with this license and any instructions included on the Software and the accompanying documentation.

(b) THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

(c) Your failure to complete the electronic registration included with the Software may result in XLnow's inability to provide you with updates to the Software, and you assume the entire risk of performance and result in such an event.

7. LIMITATION OF LIABILITY. IN NO EVENT SHALL XLNOW'S LIABILITY RELATED TO ANY OF THE SOFTWARE EXCEED THE LICENSE FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE. NEITHER XLNOW NOR ITS SUPPLIERS SHALL IN ANY EVENT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF XLNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. IF YOUR LOCAL LEGISLATION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. NO WAIVER. Any failure by either party to this agreement to enforce a specific part of the agreement in a specific situation is not a waiver of rights under the agreement. The party may still enforce the rest of the agreement in that situation and may still enforce some or all of the agreement in other situations.

9. This License Agreement constitutes the entire agreement between you and XLnow pertaining to its subject matter. This License Agreement is governed by the laws of the Canton of Solothurn, Switzerland. Any litigation arising from this license will be pursued only in the cantonal or federal courts located in Solothurn. Even if part of the agreement is held invalid, the rest of the agreement is still valid, binding and enforceable.

Should you have any questions concerning this Agreement, or if you desire to contact XLnow for any reason, please write: XLnow, Sonnenrainweg 12, 4514 Lommiswil, Switzerland.

Copyright 1998-2006 XLnow. All rights reserved. The Software may be protected by Swiss patents, with other patents pending in Switzerland and elsewhere. OnScript is a registered trademark of XLnow.

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