LICENSE GRANT

"You" or "your" as used herein means the person or company who is being licensed to use the Software, as defined below. "We," "us" and "our" as used herein means Sells Brothers, Inc. We hereby grant you a nonexclusive, non-transferable, revocable license to use one copy of the Software on any single computer, provided the Software is in use on only one computer at any time. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer--for example, a hard disk, CD-ROM or other storage device.

TITLE

The "Software" as referred to herein means the Sells Brothers, Inc. software "RegexDesigner.NET", a client-based software product that allows a user to construct and test .NET Regular Expressions in a Graphical User Interface (GUI) environment. The Documentation as referred to herein shall mean the written materials that you may receive in connection with the Software. We will remain the sole and exclusive owners of all right, title and interest in and to the Software and the Documentation.

ARCHIVAL OR BACKUP COPIES

You may copy the Software for back-up and archival purposes only, provided however, that at all times herein, the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above.

THINGS YOU MAY NOT DO

You agree and acknowledge that the Software and Documentation are proprietary works that may be protected by the copyright laws of various nations. You may only use the Software and Documentation for the purposes and in accordance with the terms of this Agreement. You may not, without limitation:

... copy the Documentation,
... copy the Software except to make archival or backup copies as provided above,
... place the Software onto a server so that it is accessible via a public network such as the Internet,
... sublicense, rent, lease or lend any portion of the Software or Documentation.

You acknowledge that any violation of this paragraph will cause us immediate and irreparable harm and that the damages which we will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this paragraph, we shall be entitled to the issuance of a restraining order, preliminary and permanent injunction without bond, restraining or enjoining such violation by you, your successors or assigns or any entity or person acting in concert with you. Such remedy shall be additional to and not in limitation of any other remedy which may otherwise be available to us by law.

TRANSFERS

You may assign all your license to use the Software and Documentation to another person or legal entity (the "Assignee"), provided however, that prior to such assignment, the Assignee undertakes in writing to be bound by your obligations under this Agreement. Any attempt to assign or transfer the license to the Software, the Documentation or this Agreement shall be ineffective, unless the assignment complies with the terms of this paragraph. Upon assignment of your license hereunder, you agree to transfer to the Assignee all of your copies of the Software and Documentation, including all copies of updates and prior versions of the Software and Documentation and you further agree and that you will retain no copies, including, without limitation, electronic copies stored on computer discs or drives.

DISCLAIMER OF WARRANTY

THE SOFTWARE AND SERVICES OFFERED BY US ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE- UNINTERRUPTED, TIMELY, RELIABLE, SECURE OR ERROR-FREE AND EXPRESSLY DISCLAIM ANY WARRANTIES AS TO THE MATERIALS CONTAINED THEREIN, THE SERVERS USED OR THE GOODS OR SERVICES OFFERED BY US.

EXCLUSION OF CERTAIN DAMAGES

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.

TERM AND TERMINATION

This Agreement takes effect upon your acceptance of the terms of this Agreement and remains effective until terminated by either party in accordance with this Agreement. You may terminate this Agreement at any time by destroying all copies of the Software and Documentation in your possession and giving us prompt notice of same. This Agreement will automatically terminate if you fail to comply with any term or condition of this Agreement. Upon termination of this Agreement, you warrant and represent that you will immediately destroy all copies of the Software and Documentation or other materials provided to you hereunder, if any, that are still in your possession and provide us prompt written assurance of same.

CONFIDENTIALITY

Non Disclosure. You agree and acknowledge that the Software, its algorithms, protocols or interfaces, and the Documentation constitute proprietary and confidential information that belong to us (the "Confidential Information"). You also understand and agree that misuse and/or unauthorized disclosure of our Confidential Information could adversely affect our business. Accordingly, you agree that at all times you will (a) use and reproduce the Confidential Information only for the purposes of this Agreement and only to the extent necessary for such purpose; (b) restrict disclosure of the Confidential Information to your employees, consultants or independent contractors with a need to know and (c) not disclose the Confidential Information to any third party without our prior written approval. Notwithstanding the foregoing, it shall not be a breach of this Agreement for You to disclose Confidential Information if required to do so under law or in a judicial or other governmental investigation or proceeding, provided however, that You give us prior notice of the disclosure sought and You seek all reasonably available safeguards against widespread dissemination prior to such disclosure.

Remedies. You acknowledge that any violation of this paragraph will cause us immediate and irreparable harm and that the damages which we will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this paragraph, we shall be entitled to the issuance of a restraining order, preliminary and permanent injunction without bond, restraining or enjoining such violation by you, your successors or assigns or any entity or person acting in concert with you. Such remedy shall be additional to and not in limitation of any other remedy which may otherwise be available to us by law.

GENERAL PROVISIONS

  1. This Agreement constitutes the entire agreement between you and us concerning the Software and Documentation and supersedes any prior or contemporaneous negotiations, discussions, understandings, purchase orders, communications, advertising or representations concerning the subject matter hereof.
  2. This Agreement may be modified only by a writing signed by you and us.
  3. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorneys' fees and expenses from the other party.
  4. This Agreement shall be governed by the laws of the state of Oregon, excluding its choice of law rules.
  5. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
  6. All disputes arising out of or in connection with this Agreement shall be submitted to arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the "ICC"). The arbitrator or arbitrators shall be chosen in accordance with the ICC rules. The arbitration proceedings shall take place in Portland, Oregon. Unless otherwise agreed between the parties, the language of all arbitration proceedings shall be English. Judgment on the award of the arbitrator (s) may be entered in any court of competent jurisdiction.