End User License Agreement

LogiGear® TestArchitectTM Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (THIS "LICENSE") CAREFULLY BEFORE INSTALLING AND USING THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL OR USE THE SOFTWARE.

1. Definitions

(i) "Licensor" means LogiGear Corporation whose registered office is at 1850 Gateway Drive, Suite 175, San Mateo, California 94404, USA.

(ii) “Licensee” means an individual or a legal entity exercising rights under, and complying with all of the terms of this Agreement.

(iii) "License Server" means a server part of TestArchitect that enables administration of granted licenses.

(iv) "License Key" means a unique key-code that enables a Licensee to run the Software. Only Licensor and/or its representatives are permitted to produce License Keys for the Software.

(v) “Node-Locked License” is a type of license that under a Node-Locked License, all functionalities of the Software is licensed for use on one computer or computing device at a time. The number of running instances of the Software at any one time may not exceed the number of node-Locked seats licensed.

(vi) “Floating License” is a type of license that under a Floating License, all functionalities of the Software may be used on one network by different devices at the same time up to the number of floating seats licensed. The number of running instances of the Software at any one time may not exceed the number of floating seats licensed.

(vii) “Run-Only Floating License” is an extension of “Floating License” which allows for test execution only without the full functionality of the floating license. Under Run-Only Floating License, the number of concurrent computer or computing devices used for test execution at any one time may not exceed the number of run-only floating seats licensed.

Site License: Under a Site License, an unlimited number of concurrent installations of the Software may be used on a mutually agreed upon number of networks by an unlimited number of different devices at the same time. The number of running instances of the Software at any one time is unrestricted.

Education License: Under an Education License, either a Node-Locked License or Floating User License is purchased for a subscribed period of time. The Software may only be used by a student or a faculty/staff member for educational purposes while actively studying or teaching at an educational institution and for no other purpose. Educational Licenses may not be used for commercial, professional, or for-profit purposes. The number of running instances of the Software using an Educational License at any one time may not exceed the number of node-locked or floating seats licensed.

Trial License: Under a Trial License, you may review, demonstrate and evaluate the trial version of the Software for a limited time period and on one network by different devices at the same time by a mutually agreed upon number of users. The trial version of the Software contains all the features and functionality of the floating version of the Software. The trial version of the Software will cease operating after a predetermined amount of time.

2. License Grant

2.1 Licensor grants you, the Licensee, a nonexclusive, non-transferable, non-sublicensable, limited license to install and use the LogiGear® TestArchitect™ software program, and online or electronic documentation (the “Software”) as permitted by the type of license you have purchased as described in Section 2 below. The type of license you have purchased is specified in your product invoice. Licensor owns and retains all rights, title and interest in and to the Software, which are all protected by U.S. and international copyright laws. Licensor retains all rights not expressly granted to Licensee in this Agreement.

2.2 Licensee may not:

(i) Sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer Software, or any portions of Software to anyone;

(ii) Reverse engineer, decompile, disassemble, modify, translate, and make any attempt to discover the source code of Software, or create derivative works from Software;

(iii) Use the same License Key for running multiple TestArchitect License Servers;

3. Permitted Uses and Restrictions

This License allows you to install and use the Software during a ninety-nine (99) year time period, in accordance with the type of license, product and product edition you have purchased, unless terminated as provided herein. Except with respect to Trial Licenses and Site Licenses, additional Node-Locked License seats or additional Floating License seats or Run-only Floating License seats, depending on the type of license you have purchased, may only be added for an additional fee.

You may make one copy of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright and trademark information contained on the original. Your rights under this License will terminate automatically without notice from Licensor if you fail to comply with any terms of this License. You agree upon such termination to destroy or permanently erase all copies of the Software in any form in your possession or under your control.

4. Limited Warranty and Disclaimer

4.1. Except with respect to the trial version of the Software, Licensor warrants that, for a period of 30 days from the date of original purchase, as evidenced by a copy of your invoice, when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software. THE TRIAL VERSION OF THE SOFTWARE IS PROVIDED "AS IS” AND WITHOUT WARRANTY OF ANY KIND.

4.2. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE, THE RESULTS OF THE SOFTWARE, OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, STABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

5. Exclusive Remedy

Provided that any non-compliance with the warranty set forth in Section 5 is reported in writing to Licensor no more than 30 days following the date of original purchase of the Software, Licensor will use commercial efforts to supply you with a replacement copy of the Software that substantially conforms to its documentation or refund to you your purchase price for the Software, at Licensor’s option. Licensor shall have no responsibility if the Software has been altered in any way, if the Software has not been installed properly or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE.

6. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE, ARISING OUT OF OR RELATING TO THIS LICENSE, INCLUDING, BUT NOT LIMITED TO, YOUR USE OF NEW SOFTWARE VERSIONS WITH PREVIOUS SOFTWARE RESULTS, OR YOUR USAGE OF PREVIOUS SOFTWARE VERSIONS WITH NEW SOFTWARE RESULTS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall LICENSOR's total liability to you for all damages exceed the purchase price, if any, that you paid for the Software.

7. Export Law Assurances

You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, ythe Software may not be transferred, exported, re-exported or used (i) into (or to a national or resident of) any U.S. embargoed country or (ii) transferred, exported, re-exported or used in any manner in violation of the export laws of the United States or of any other country or any other export laws, restrictions or regulations.

8. Government End Users

The Software is provided with “Restricted Rights.” Without limiting the foregoing, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this License and as provided in subparagraph (b) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.

9. Payment of Fees

Licensee agrees to pay Licensor the fees set forth in each applicable invoice and the payment terms shown therein. Fees do not include any present or future sales, use, value added, excise, withholding or similar tax, customs duties or import or export fees. Licensee will be responsible for paying or reimbursing Licensor for any applicable taxes later assessed by any state, local or other government agency. Licensor will separately itemize any applicable taxes or duties on each invoice.

10. Maintenance Services

Licensee may optionally elect to receive Annual Software Maintenance Services (“Maintenance”) which entitles Licensee for upgrades (if and when applicable), patches and defect fixes to existing License but does not include licenses to any new software modules or editions that are separately licensed in a new version. Maintenance will commence on the first anniversary of the License start date and automatically renew for full one-year periods, unless terminated by notification in writing no later than sixty ays prior to the renewal date. Annual Maintenance fees will be as specified in the applicable invoice. In the event of a lapse in Maintenance renewal, Licensee will be required to pay for all prior periods where Maintenance had lapsed before Maintenance would be renewed.

11. Controlling Law and Severability

This License shall be governed by the laws of the United States and the State of California. Any legal action shall be adjudicated in the County of San Mateo, State of California. In the event that any legal action is required to enforce or interpret any provisions of this License, the substantially prevailing party in such action is entitled to recover, in addition to any other relief granted, all reasonable costs and expenses, including attorneys' fees, incurred in connection therewith. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

12. Marketing

Licensee agrees to be identified as a customer of Licensor and that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's business in Licensor’s marketing materials and on Licensor’s web site. Licensee hereby grants Licensor a license to use Licensee's name and any of Licensee's trade names and trademarks solely in connection with the rights granted to Licensor pursuant to this marketing section.

13. Use of Data

By your acceptance of this License, you authorize the collection, use and disclosure of information collected by Licensor for the purposes provided for in the License and the Privacy Policy. Licensor may use this information to improve our products and services. You are encouraged to review the terms of the License and Privacy Policy from time to time, as Licensor may revise or change the content of License or Privacy Policy. The Privacy Policy can be found on the TestArchitect website: www.testarchitect.com.

14. Entire Agreement

This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Licensor.

If you have any questions, please contact LogiGear in writing: LogiGear Corporation, 1850 Gateway Drive, Suite 175 San Mateo, CA 94404, USA or send an email to sales@logigear.com.