BY INSTALLING OR USING THE GRAPHIC REMEDY gDEBUGGER SOFTWARE PRODUCT THAT ACCOMPANIES THIS AGREEMENT, 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 INSTALL OR USE THE SOFTWARE.

LICENSE

This software program (the "Graphic Remedy Software") and the accompanying files, lists and data (the "Documentation") are licensed, not sold, to you. The term "Graphic Remedy Software" shall also include any updates of the Graphic Remedy Software licensed to you by Graphic Remedy. Other code ("Open Source Software") that is distributed pursuant to an open source license agreement ("Open Source License") is also provided. For the avoidance of doubt, the term "Graphic Remedy Software" shall not include Open Source Software. Subject to the terms of this Software License Agreement, you have one year, non-exclusive and non-transferable right to use the Graphic Remedy Software and Documentation. You may use the Graphic Remedy Software on a number of computers, in accordance to and not exceeding the number of concurrent installations stated in the purchase order (the "Purchase Order") of the Graphic Remedy Software. The Graphic Remedy Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard drive, or other storage device) of that computer. You may also use the Graphic Remedy Software on a portable or home computer.

You agree to use your best efforts to prevent misuse of the Graphic Remedy Software and protect the contents of the Graphic Remedy Software and Documentation from unauthorized disclosure or use. Graphic Remedy reserves all rights not expressly granted to you.

ACADEMIC LICENSE ELIGIBILITY

The Graphic Remedy gDEBugger Software Academic License ("Academic License") is contingent on the eligibility of the Licensee, determined solely by Graphic Remedy, based on Graphic Remedy Academic Licensing Policy, below, and contingent on the continued accuracy of the pertinent information provided by the Licensee. Any determination of academic eligibility, and Graphic Remedy Academic Licensing Policy, including pricing, may be changed at any time without prior notice, at Graphic Remedy's sole discretion.

GRAPHIC REMEDY gDEBUGGER ACADEMIC LICENSING POLICY

1. GOAL

Graphic Remedy Academic Licensing Policy ("Policy") is designed to foster and support bona fide academic research. To this end Graphic Remedy provides Academic Licenses at reduced cost.

2. ACADEMIC MEANS NON-COMMERCIAL

Graphic Remedy issues Academic Licenses for non-commercial use only. Graphic Remedy recognizes the complexity and diversity of academic and commercial activities among nominally academic and commercial organizations, and will endeavor to support academics as much as possible without compromising Graphic Remedy's commercial interests. Not all university research groups are eligible. Research groups not at universities may be eligible.

3. ACADEMIC MEANS PUBLIC RESULTS

Academic Licenses are intended only for research from which any resulting intellectual property remains in the public domain. Research done with the software which is intended to lead to a patent, a commercial product or for which any of the resulting intellectual property is expected to be held by or licensed to a private corporation, requires a standard (commercial) license, regardless of the nature of the institution at which the research is completed.

4. SCOPE OF ELIGIBILITY

Graphic Remedy will determine academic License eligibility on a research group specific case basis. Thus, eligibility may differ among distinct research groups within a single institution, and Academic Licenses will only apply to the research group of a specific individual ("Principle Investigator"). Eligibility is not permanent; eligibility will be reevaluated periodically, and Academic Licenses may be terminated at the sole discretion of Graphic Remedy.

5. CHANGES TO POLICY

Graphic Remedy reserves the right to change its academic licensing policy at any time, at its sole discretion, without prior notice. If any such changes are unacceptable to the Licensee, the Academic License shall be immediately terminated.

WHEN ACADEMIC BECOMES COMMERCIAL

In cases where a research project is represented as academic, in good faith or otherwise, for which an Academic License is used, and any data, intellectual property or products resulting from the research project are subsequently commercialized, the Academic License agreement will have been breached. Since the Software has been used for commercial purposes, the Licensee agrees to compensate Graphic Remedy based on the commercial list prices of the Software at the time the Academic License was executed.

LIMITATION ON USE

You may not, directly or indirectly: modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Graphic Remedy Software; or copy (except for archival purposes as set forth above), rent, lease or, distribute rights to the Graphic Remedy Software; use the Graphic Remedy Software for timesharing or service bureau purposes; or remove any proprietary notices or labels on the Graphic Remedy Software.

As a condition to your use of the Graphic Remedy Software, you agree that you will not use the Software for illegal purposes. By installing the Software, you take full responsibility for ensuring that your activities with the software are fully legal and compliant with any applicable law.

TRANSFER OF RIGHTS

Permanent or temporal transfer of all or any of your rights acquired due to this Agreement is forbidden without Graphic Remedy consent.

TITLE

As between the parties, title, ownership rights, and intellectual property rights in and to the Graphic Remedy Software, and any copies or portions thereof, shall remain in Graphic Remedy and its suppliers, licensors and resellers. The Graphic Remedy Software is protected by the Copyright Laws of the United States and by international copyright treaties. Title, ownership rights, and intellectual property rights in and to any software, data, information, text, pictures, images, or other content accessed through the Graphic Remedy Software, including, but not limited to the Open Source Code, is the property of the applicable owner and may be protected by applicable copyright or other law.

OWNERSHIP

All title and copyrights in and to the Graphic Remedy Software (including but not limited to any images, photographs, animations, video, audio, music and text), the accompanying printed materials, and any copies of the Graphic Remedy Software are owned by Graphic Remedy, Ltd. or its suppliers. The Graphic Remedy Software is protected by the Copyright laws of the United States and by international treaty provisions. Therefore, you must treat the software program like any other copyrighted material. You may not copy the printed materials accompanying the Graphic Remedy Software.

DISCLAIMER OF WARRANTY

THE GRAPHIC REMEDY SOFTWARE AND THE OPEN SOURCE SOFTWARE, AND ANY SERVICES THAT YOU RECEIVE FROM GRAPHIC REMEDY ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. GRAPHIC REMEDY AND ITS SUPPLIERS, LICENSORS AND VENDORS (INCLUDING BUT NOT LIMITED TO THE OPEN SOURCE LICENSORS), HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE GRAPHIC REMEDY SOFTWARE, THE OPEN SOURCE SOFTWARE AND THE ACCOMPANYING PRODUCT MANUAL(S) AND WRITTEN MATERIALS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

NO SUPPORT

No support is provided with an Academic License. Graphic Remedy will, at its own discretion and at its own schedule, review the merit of any reported issues, requests for enhancement or questions about usage and deliver a response if appropriate and resources permit.

NONDISCLOSURE

Licensee shall take reasonable steps to maintain the confidential and trade secret status of the Software, Documentation and other proprietary Graphic Remedy information and materials provided to Licensee. The Licensee's obligations under this section shall survive termination of this Agreement for a period of three (3) years.

TERMINATION

Unless otherwise agreed upon in writing by Graphic Remedy, the period covered by this agreement shall be one (1) year. Upon reevaluation of eligibility, Graphic Remedy may choose to renew this agreement for additional one-year periods. Pursuant to the section "ACADEMIC LICENSE ELIGIBILITY", Graphic Remedy may terminate an Academic License without prior notice and at Graphic Remedy's sole discretion. In addition, this license shall automatically and immediately terminate if Licensee fails to comply with the terms and conditions described herein. Upon termination due to commercialization, pursuant to the section " WHEN ACADEMIC BECOMES COMMERCIAL," the Licensee shall purchase an appropriate commercial license and execute a standard licensing agreement. Upon termination in any other conditions, the Licensee will destroy all copies of the Software and Documentation.

LIMITATION OF LIABILITY

You assume the entire risk as to the quality and performance of the Graphic Remedy Software. Graphic Remedy assumes no liability for the cost of any service or repair if the Graphic Remedy Software is defective.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL GRAPHIC REMEDY, ITS LICENSORS, SUPPLIERS OR RESELLERS (INCLUDING BUT NOT LIMITED TO THE OPEN SOURCE LICENSORS) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL GRAPHIC REMEDY, ITS LICENSORS, SUPPLIERS OR RESELLERS (INCLUDING, BUT NOT LIMITED TO THE OPEN SOURCE LICENSORS) BE LIABLE FOR ANY DAMAGES IN EXCESS OF GRAPHIC REMEDY'S LIST PRICE FOR A LICENSE TO THE GRAPHIC REMEDY SOFTWARE, EVEN IF GRAPHIC REMEDY, OR ITS SUPPLIER, LICENSOR OR VENDOR, SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR 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.

TERMINATION

In the event of your material breach of any term of this Software License Agreement, Graphic Remedy may, at its sole discretion, terminate this Software License Agreement, the license granted herein, and your right to use or access the Graphic Remedy Software at any time. On termination, you must destroy all copies of the Graphic Remedy Software.

MISCELLANEOUS

This Software License Agreement and the terms stated in the invoice, where available, represent the complete agreement concerning this license between the parties and supersede all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Software License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

GOVERNING LAW

The laws of the country in which you acquire the Program govern this Agreement, except 1) in Australia, the laws of the State or Territory in which the transaction is performed govern this Agreement; 2) in Albania, Armenia, Belarus, Bosnia/Herzegovina, Bulgaria, Croatia, Czech Republic, Georgia, Hungary, Kazakhstan, Kirghizia, Former Yugoslav Republic of Macedonia (FYROM), Moldova, Poland, Romania, Russia, Slovak Republic, Slovenia, Ukraine, and Federal Republic of Yugoslavia, the laws of Austria govern this Agreement; 3) in the United Kingdom, all disputes relating to this Agreement will be governed by English Law and will be submitted to the exclusive jurisdiction of the English courts; 4) in Canada, the laws in the Province of Ontario govern this Agreement; and 5) in the United States and Puerto Rico, and People's Republic of China, the laws of the State of New York govern this Agreement.

Created and produced by Graphic Remedy. http://www.gremedy.com.