Trial Version - Software License Agreement

2000 - 2007 SimPhonics, Inc. All Rights Reserved.

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SimPhonics Incorporated Software License Agreement.

BY DOWNLOADING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE.

 1. SimPhonics Incorporated ("SimPhonics") grants to you a non-exclusive, non-sub-licensable, license to use this version of the VPLus Visual Programming system (the "Software"), in binary executable form for evaluation and trial use purposes only.  

2. SIMPHONICS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THIS SOFTWARE OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, FOR ANY PURPOSE. THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THIS SOFTWARE IS PROVIDED GRATUITOUSLY AND, ACCORDINGLY, SIMPHONICS SHALL NOT BE LIABLE UNDER ANY THEORY OR ANY DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE. SIMPHONICS WILL NOT SUPPORT THIS SOFTWARE AND WILL NOT ISSUE UPDATES TO THIS SOFTWARE.  

3. SimPhonics has a commercial release of the Software; however, SimPhonics reserves the right at any time not to release an updated commercial release of the Software or, if released, SimPhonics reserves the right to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the updated commercial release.

 4. Title, ownership rights, and intellectual property rights in and to the Software shall remain in SimPhonics and/or its suppliers. You agree to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws. You acknowledge that the Software in source code form remains a confidential trade secret of SimPhonics and/or its suppliers and therefore you agree not to modify the Software or attempt to decipher, decompile, disassemble or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction.

 5. SimPhonics may terminate this License at any time by delivering notice to you and you may terminate this License at any time by destroying or erasing your copy of the Software. Upon termination of this License, you agree to destroy or erase the Software. In the event of termination, the following sections of this License will survive: 2, 3, 4, 5, 6, 7 and 8. This License is personal to you and you agree not to assign your rights herein. This License shall be governed by and construed in accordance with the laws of the State of Florida and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. This License sets forth the entire agreement between you and SimPhonics.

 6. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA AR Supplement. Contractor / manufacturer is SimPhonics, Inc. 3226 North Falkenburg Road, Tampa, Florida, 33619.

 7. You may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, or Syria or (ii) to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders. By downloading the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under control of, or a national or resident of any such country or on any such list.

 8. SIMPHONICS OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR (a) INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, EVEN IF SIMPHONICS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

 9. HIGH RISK ACTIVITIES. THE Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). SimPhonics and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

 VPLus, V+, V#, V++, V(cube), VRAD, and FXDirect are all registered trademarks of SimPhonics Incorporated and the VPLus Corporation.  All rights reserved.