License Agreement

THIS AGREEMENT PERMITS YOU TO USE (i) a free, limited-use copy of the Simulation & Probabilistic Analysis Software Development Kit for your own personal evaluation purposes; (ii) to purchase a licensed copy of the Simulation & Probabilistic Analysis Software Development Kit and unlock its full functionality. If you are acquiring a license to a free, limited-use copy of the Simulation & Probabilistic Analysis Software Development Kit, limitations will be placed on the software's functionality unless you order and pay for your copy of the software within 30 days.

THIS SOFTWARE IS FOR PERSONAL USE ONLY. If you are interested in licensing the Simulation & Probabilistic Analysis Software Development Kit for any other purpose, please contact us at info@mathwave.com.

THE SOFTWARE AND ITS ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES AND INTERNATIONAL COPYRIGHT LAW, TRADEMARK LAW AND INTERNATIONAL TREATY AND ARE THE SUBJECT MATTER OF PATENTS AND PENDING PATENTS. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE AND RELATED DOCUMENTATION MAY RESULT IN CIVIL AND/OR CRIMINAL PENALTIES.

INTRODUCTION.

This Agreement is between MathWave Technologies ("MathWave"), and you ("you") (including the company or enterprise you represent or which employs you), the user of the Simulation & Probabilistic Analysis Software Development Kit only as authorized hereunder and the accompanying documentation (collectively "the SDK"). This copy of the SDK is intended for your personal use only. For information about site licenses, please contact MathWave at info@mathwave.com.

Based on the foregoing and other good and valuable consideration, you agree:

1. LICENSE GRANT.

Subject to the restrictions below, MathWave grants you a personal, non-exclusive, non-transferable, royalty-free, revocable license ("License") to use the SDK for personal uses only. This license permits you to make an unlimited number of object code copies of the SDK during the term of this Agreement, installed on an unlimited number of personal computers, but for use only by you. You must reproduce on all copies of the SDK the copyright, trademark and patent notices and other proprietary legends that appear on the original copy of the SDK.

2. EVALUATION LICENSE.

If you have downloaded an unregistered copy of the SDK, your copy is intended for your personal evaluation use only during a 30-day trial period. After the conclusion of the 30-day trial period the SDK will stop functioning and you will not be able to use it.

3. REGISTRATION.

To remove these limitations, you must order and pay for your licensed copy of the SDK. To order the SDK please contact MathWave at sales@mathwave.com

Once you pay for your copy of the SDK, you will receive a unique and secret registration number enabling you to unlock the full functionality of the SDK. The registration number you receive is a valuable trade secret belonging to MathWave. You agree not to disclose that serial number to any other person under any circumstances.

4. NO IMPLIED LICENSE.

You acknowledge that this License in no way shall be construed to provide an express or implied license to use, modify or improve any of MathWave's copyrights, trademarks, trade secrets and/or patents.

5. RESTRICTIONS.

The SDK contains proprietary information, which is protected by a combination of copyright, trademark, patent, trade secret and/or other proprietary rights, and constitutes valuable property of MathWave. You acknowledge that MathWave is disclosed to you only for purposes consistent with the terms and conditions of this License and that you do not acquire any rights of ownership or title in MathWave. You may not (i) translate, modify, disassemble, decompile or reverse-engineer the SDK; (ii) rent, lease, loan, sell, sublicense, grant a security interest in, distribute or otherwise transfer the SDK to any third party, if otherwise is not specified by an additional license agreement; (iii) create derivative works of the SDK that directly compete with the SDK or any other software products of MathWave; or (iv) remove any copyright, patent, trademark or other proprietary notice or label from the SDK or any accompanying documentation or materials.

6. OWNERSHIP.

MathWave owns all right, title and interest in and to all Intellectual Property Rights subsisting in the SDK and all portions thereof. For purposes of this Agreement, "Intellectual Property Rights" means any and all rights affecting intellectual or industrial property existing now or in the future in the United States or anywhere in the universe. Intellectual Property Rights include, without limitation, any and all rights (i) under the laws of copyright, patent, trade secret, trademark, trade dress, unfair competition, "droit moral" or moral rights, or other similar laws; (ii) of publicity or privacy; (iii) relating to the development and use of databases, or know-how; and (iv) subsisting in any and all applications, registrations, renewals, extensions, restorations, continuations, divisionals, or foreign counterparts of any of the foregoing. Unauthorized copying of the SDK will cause MathWave great and irreparable harm. MathWave is entitled to receive immediate equitable relief from any court of competent jurisdiction to prevent or stop your threatened or actual infringement of any of those rights.

7. MAINTENANCE SERVICES.

After you pay a registration fee, you will receive one year of free software upgrades and technical support via electronic mail.

8. DISCLAIMER OF WARRANTIES.

All products and services relating to this Agreement ("Services") including, without limitation, the SDK, MathWave's Web site, and Maintenance Services are provided "AS IS," without warranty of any kind. MATHWAVE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SDK, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY'S PATENT(S), TRADE SECRET(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS. MATHWAVE DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USES. MATHWAVE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SDK WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SDK WILL BE CORRECTED. FURTHERMORE, MATHWAVE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SDK IN TERMS OF IT'S CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MATHWAVE OR MATHWAVE'S AUTHORIZED REPRESENTATIVE SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SDK PROVE DEFECTIVE, YOU (AND NOT MATHWAVE OR MATHWAVE'S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

9. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL MATHWAVE BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SDK OR ANY SERVICES RELATING TO THIS AGREEMENT REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES AND EVEN IF MATHWAVE OR MATHWAVE'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL MATHWAVE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT MATHWAVE RECEIVED FOR USE OF THE SDK.

10. PRIVACY.

MathWave may collect information ("Consumer Information") about visitors to its Web site and their activities while visiting the Web site. MathWave may use your Consumer Information to improve your experience with the Web site and MathWave products and services. MathWave will not disclose or sell your Consumer Information to any third party. MathWave may use your Consumer Information in the aggregate to compile demographic information for potential customers, business partners and advertisers. For more information on MathWave's Privacy Policy, please see http://www.mathwave.com/privacy.html

11. TERMINATION.

This Agreement will commence upon installation of the SDK. Your rights under Section 1 and/or 2 will immediately and automatically terminate upon your breach of any provision of this Agreement, at which time you must destroy all copies of the SDK in your possession.