READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR OPENING THIS PACKAGE. INSTALLING OR OPENING THIS PACKAGE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PROMPTLY RETURN THIS PACKAGE UNOPENED TO YOUR SUPPLIER AND YOUR MONEY WILL BE REFUNDED. 
1. License
In this license agreement ("License Agreement" or "Agreement"), you, the purchaser of the license rights granted by this Agreement, are referred to as "Licensee" or "You." In accordance with the terms and conditions of this License Agreement, Laurel Bridge Software, Inc. ("Licensor") grants Licensee the non-exclusive license to use the accompanying software ("Software") and documentation ("Documentation") only in the country where acquired from an LBS supplier ("Supplier") authorized to distribute Software to that country. In this License Agreement, the Software and Documentation and any copies or modifications are referred to as the "Licensed Product." All rights to and in the Licensed Product, including, but not limited to, copyrights and trade secret rights, belong to Licensor and Licensor holds title to each copy of the Software. The Software shall only be used on a single computer at one time. Except as provided below, Licensee shall not transfer or distribute the Licensed Product to others, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy or modify the Licensed Product, except that Licensee may copy the Software for the sole purpose of backup as long as all copyright and other notices are reproduced and included on the backup copy.
In the case of demonstration Software, such Software is confidential, and is for review purposes only.  No license to use demonstration Software or the associated scripts, tools, or processes, other than for evaluation purposes, is implied or granted.
2. Ownership
Licensor is the owner and copyright holder of the Software and all portions thereof or has obtained all necessary and appropriate rights and licenses to grant the license hereunder. Licensor warrants that the licensed software is free from any third party claims that the software infringes on or misappropriates any third partys patent, trademark, trade secret, copyright, or other intellectual property (IP) rights.
3. License Transfer
You may request the transfer of license for a Laurel Bridge Software product to a different computer, device, or machine within your company or organization by completing a License Transfer Request form that is available from the LBS customer support site.
4. Term
This License Agreement is effective until terminated. Licensee may terminate this License Agreement by returning the Licensed Product to Licensor. Licensor may terminate this License Agreement if Licensee breaches any of the terms and conditions. Upon termination of this License Agreement for any reason, Licensee shall cease all use of the Licensed Product and return the Licensed Product to Licensor. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor's proprietary rights shall survive termination. 
In the case of demonstration Software, the License Agreement automatically terminates at the later of 60 days from the date of shipment or the date set by the installation program, but not later than one-year from the date of shipment; the Licensee agrees to cease all use of the Licensed Product and to uninstall all copies of the Licensed Product following termination. 
5. Software Code
The Software is normally delivered in object code only. Licensee shall not reverse compile or otherwise reverse engineer the Software. 
6. Limited Warranty
Licensor does not warrant that the functions contained in the Licensed Product will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error- free. Licensor does warrant that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery ("Warranty Period"). Any other software and any hardware furnished with or accompanying the Software is not warranted by Licensor. Licensee's exclusive remedy under this limited warranty is the replacement of any defective physical media on which the Software is furnished, as provided below. To receive a replacement for defective media under this limited warranty, return the defective media to Supplier during the Warranty Period, with proof of payment. 
EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE. 
7. Limitation Of Liability
LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION (OR ANY HARDWARE FURNISHED WITH THE SOFTWARE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES. 
8. Transfer of Ownership or Reorganization
Except as provided below, any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder is prohibited. 
License transfers due to mergers, acquisition, consolidations, or divestitures are permitted. If Licensee shall consolidate with or merge into another corporation or permit one or more corporations to consolidate or merge into it, then this license will transfer to the resultant entity as appropriate.  Licensor will only honor such transfers when Licensor has been notified in writing of such by the original Licensee provided the transferee agrees to the terms of this product EULA.
9. Severability
In the event that any article of this Agreement shall be found to be void or unenforceable, such finding shall not be construed to render any other article of this agreement either void or unenforceable, and all other articles of this agreement shall remain in full force and effect unless the articles which are invalid or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either party.
10. General
Any software and/or hardware provided to Licensee by Licensor shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction. 
This Agreement shall be governed by and interpreted under the laws of the State of Delaware, United States of America, without regard to conflicts of provisions. 
In the case of the United States Government or an agency thereof as Licensee, the following additional terms apply: Restricted Computer Software, as defined in the Rights in Data-General clause at Federal Acquisition Regulations 52.227-14; and as applicable, 
RESTRICTED RIGHTS LEGEND: 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 in other comparable agency clauses. 
Licensor: 
Laurel Bridge Software, Inc., 160 E. Main Street, Newark, DE 19711
www.laurelbridge.com
LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. IN THE EVENT THAT LICENSEE AND LICENSOR HAVE SIGNED A FORMAL AGREEMENT GOVERNING THE USE OF THE LICENSED PRODUCT, AND IN THE EVENT OF CONFLICTING TERMS, THEN THAT SIGNED AGREEMENT TAKES PRECEDENCE.  IN THE ABSENCE OF SUCH A SIGNED AGREEMENT, LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. 
Version: 1.30            DocID: LBDC-000022-130
