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Software License Agreement

This Software License Agreement (the “License”) is entered into by and between Salamander Technologies, LLC (“Salamander”) and the licensee (“you”).

In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

LICENSE: Subject to the terms and conditions of this License, Salamander grants a non-exclusive, non-transferable, non-assignable, non-sub licensable, license to you to use the supplied software (the “Software”) solely for internal business purposes during the term, provided such use is not a contravention of United States export regulations or the result of a distribution outside North America. You may install, run, and use one copy of the Software on a single computer, provided that, if Salamander grants you multiple licenses to use the Software, you may install, run, and use as many copies of the Software as the number of licenses granted to you. For avoidance of doubt, “use” on a computer occurs when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk) of that computer.

OWNERSHIP: The Software and documentation are licensed, not sold, to you by Salamander and you do not and will not have or acquire under or in connection with this License any ownership interest in the Software or documentation, or in any related intellectual property rights. The Software, which is protected by United States and international laws, regulations and treaties (including, without limitation, copyright laws), is owned exclusively by Salamander and/or its suppliers. You agree to treat the Software and documentation as confidential information and in accordance with United States copyright laws, international treaty, or any other applicable law or regulation, which ever best protects Salamander’s or its suppliers’ intellectual property rights. You have no right to “rent,” “sell,” “resell” or otherwise transfer the Software or documentation in whole or part, either temporarily or permanently, unless authorized in writing from Salamander.

COPIES: Licensee must reproduce all notices protecting Salamander’s or its suppliers’ intellectual property rights on each copy of the Software. The Software, in whole or part, or any copy, may not be modified, altered, translated, decompiled, disassembled, or reverse engineered, in whole or part. The Software cannot be transferred via any media other than that on which it is supplied or on which its use is licensed.

AUDIT: Salamander or its nominee (including its accountants and auditors) may, in Salamander’s sole discretion, inspect and audit your use of the Software under this License at any time. You shall make available all such books, records, equipment, information and personnel, and provide all such cooperation and assistance, as may be requested by or on behalf of Salamander with respect to such audit. If the audit determines that your use of the Software exceeded the permitted usage, you shall pay to Salamander all amounts due for such excess use of the Software, plus interest on such amounts.

TERMINATION: This License is effective until terminated. This License shall terminate automatically without notice if you are in material breach of any of its terms. Upon termination of this License, you shall destroy all existing copies of the Software and documentation and all rights, licenses and authorizations granted to you hereunder will immediately terminate.

LIMITED WARRANTY: Should the media (i.e., diskettes) containing the Software be found to be physically defective within a period of ninety (90) days or receipt by Licensee, then the Salamander will replace free of charge if returned postage is prepaid. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN THIS SECTION, TO THE EXTENT ALLOWED BY LOCAL LAW, THIS SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. SAL-TECH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SALAMANDER OR SALAMANDER'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. Some jurisdictions do not allow exclusions of implied warranties or conditions, so the above exclusion may not apply to you to the extent prohibited by such local laws. You may have other rights that vary from country to country, state to state, or province to province.

LIMITED LIABILITY AND INDEMNIFICATION: EXCEPT TO THE EXTENT PROHIBITED BY LOCAL LAW, IN NO EVENT WILL SALAMANDER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT SALAMANDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Under no circumstances shall Salamander liability exceed the lower of the suggested list price or the actual purchase price paid by you to use the Software, regardless of any form of the claim. Your use of the Software is entirely at your own risk. Should the Software prove defective, you assume the entire cost of all service, repair or correction. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation may not apply to you to the extent prohibited by such local laws. You shall indemnify and hold Salamander and its suppliers harmless from and against any claims or liability arising out of the use, reproduction or distribution of the Software, or your breach or alleged breach of this License.

GENERAL TERMS: This License constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, and writing. It shall not be released, discharged, changed or modified except by an instrument in writing signed by a duly authorized officer of each of Salamander and Licensee. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this License without Salamander’s prior written consent. No course of conduct, action or inaction on behalf of Salamander shall be deemed to be a waiver of any of Salamander’s rights. If any provision of this License is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this License. This License shall be governed and construed in all respect in accordance with the laws of the State of Minnesota, and the parties submit to the non-exclusive jurisdiction of the federal and state courts of the State of Minnesota.


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