END USER SOFTWARE LICENSE AGREEMENT


READ CAREFULLY: THIS SOFTWARE IS LICENSED, NOT SOLD. USE OF THE SOFTWARE REQUIRES A CURRENT LICENSING AGREEMENT. LICENSOR LICENSES THE SOFTWARE ONLY ON THE CONDITION THAT THE LICENSEE ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT.

By agreeing to the terms below and activating the installation of DV8 you are indicating that you (a) have read and understood this Online End User Software License Agreement (hereafter the “Agreement”) and (b) have agreed to all of the terms and conditions of this Agreement on behalf of yourself (“End User”)/your organization (“Licensee”) hereafter referred to simply as “Licensee”. This Agreement is between End User and ArchDia LLC/ArchDia INC (“Licensor”). Upon your acceptance, this Agreement will become effective immediately (“Effective Date”). If you do not accept this Agreement, however, ArchDia LLC/ArchDia INC will not provide the Software to Licensee.

By checking the acceptance box next to “I accept the terms of the License Agreement” the Archdia.com registration page, you are agreeing to be bound by the terms of this Agreement. If you do not agree to be bound by the terms of this Agreement, you will not be able to download or install the software, and must promptly return any software you have received to the place where you obtained it or, alternatively, delete and destroy all copies of it.

1. Grant of License. Licensor grants to Licensee a non-exclusive, royalty-free, non-transferable, temporary license (the “License”) to use the application software entitled DV8, provided hereunder in only its object format (i.e., not its source code format) (the “Software”), and related documentation, if any (the “Documentation”), solely for the internal use of the Licensee.

AT THE CONCLUSION OF LICENSE TIME FRAME, THE RIGHT AND ABILITY TO CONTINUE TO USE SAID SOFTWARE WILL EXPIRE AND THE SOFTWARE WILL AUTOMATICALLY BECOME NON-FUNCTIONAL. THEREAFTER. A LICENSE FOR CONTINUED USE OF THE SOFTWARE MAY BE PURCHASED BY CONTACTING LICENSOR AT: support@archdia.com

Licensee may not use the Software or Documentation for any commercial application. Licensee does not have any right to distribute, sublicense, transfer, rent, loan, lease, time-share or assign the Software or Documentation, or operate as a consultant or service bureau.

Applicable law prohibits you from making any other copy of the Software without the permission of Licensor. You may not otherwise copy, transfer, assign, modify, amend, adapt, translate, reverse engineer, decompile or dissemble the Software, or create derivative works of the Software. The Software is licensed as a single product, and its component parts may not be separated for use on more than one computer.


Licensee shall not use the Software for the purpose of delivering consulting services, a SAAS or service bureau offering, or any other services to any third parties or for any other purpose whatsoever.

Licensee shall not: (i) permit any third party, including any independent contractors of Licensee, to access or use the Software; (ii) decompile, disassemble, reverse engineer or otherwise derive source code from the Software; (iii) use the Software to develop a competing software product; (iv) provide, lease, assign, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party ; (v) use the Software or allow the transfer, transmission, export, or re-export of the Software or any portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other governmental agency.

2. Patents and Copyright. Licensor maintains title to the Software, Documentation, and all related patents, patent applications, and copyrights. Licensee acknowledges that the Software and Documentation is protected by United States patent and copyright laws and applicable international treaties. Licensee will reproduce all notices included by Licensor with the Software and Documentation (including patent and copyright notices) on all copies of the Software and Documentation.

3. Term. The term of this Agreement will commence on the Effective Date. Unless terminated earlier as per Section 4 below, after 30 days, the Software will no longer be functional. For continued use, and to purchase the Software, contact Licsensor as set forth above.

4. Termination. This License is effective until terminated or upon the expiration of the Term as set forth in Section 3, whichever occurs first. This Agreement and the License will terminate immediately, without notice from Licensor, if Licensee fails to comply with any provision of this Agreement. Upon termination for any reason, Licensee must destroy all copies of the Software and Documentation in Licensee’s possession and control and send documentation thereof to Licensor within 14 days thereof. Any unauthorized copying, distribution, modification or use of the Software or Documentation will automatically terminate your license to use the Software and will violate the Software's copyright. The terms of Sections 5 through 8 will survive the termination of this Agreement and the License in accordance with their respective terms.

5. Disclaimer of All Warranties. Licensee expressly acknowledges and agrees that use of the Software and Documentation is at Licensee’s sole risk. The Software and Documentation is provided “AS IS” and without warranty of any kind.

LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES FULL AND SOLE RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE LICENSEE’S INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE SOFTWARE AND FOR VERIFYING THE RESULTS AND OUTPUT OBTAINED FROM THE USE OF THE SOFTWARE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY LICENSEE.

6. Limitation of Liability. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL LICENSOR BE LIABLE TO LICENSEE, ITS SUCCESSORS OR ASSIGNS, OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, including but not limited to failure

of the Software that has resulted from accident, abuse or misapplication, misuse, hardware or software incompatibility, or disabling or circumventing a license or copy control mechanism, loss of business profits, business interruption, loss of business information, computer failure, loss of data or other pecuniary loss, THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR ARISE UNDER THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WARNING: THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSOR DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED THIRD PARTIES (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE LICENSEE’S INFORMATION, COMPUTERS, OR NETWORKS. LICENSOR SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUCH ACTIVITIES.

7. Indemnification. Licensee will indemnify, defend, and hold harmless Licensor and its trustees, officers, agents and employees (each, an “Indemnified Party”) from and against any and all liability, loss, damage, action, claim, or expense suffered or incurred by the Indemnified Parties, and Licensee shall pay all costs, damages and attorneys’ fees relating to such claim or action arising out of or resulting from: (a) the development, testing, use or modification of the Software by Licensee or its employees/affiliates; (b) any material breach of this Agreement by Licensee or its employees/affiliates;
(c) any infringement or misappropriation with respect to the Software or Documentation; and (d) the enforcement of this Paragraph by any Indemnified Party.

8. Confidentiality. Licensee acknowledges that the Software constitutes a valuable proprietary product and trade secret of Licensor embodying substantial confidential information, ideas and expressions. Confidential Information shall mean information and data of confidential, whether in oral, written or electronic form or any other form whatsoever, including but not limited to business, commercial, research, developmental, manufacturing, operating, performance, process, product and any other technical information, know how, samples, models, apparatus and all data bearing media containing or disclosing such information and techniques which are made available pursuant to this Agreement and includes the provisions of this Agreement and the subject matter relating thereto.

All technical and commercial information that may be provided to Licensee by Licensor during the performance of this Agreement, shall be treated as the Confidential Information as defined herein. Licensee shall strictly refrain from disclosing any Confidential Information to any third parties without prior written consent of Licensor. Licensee shall use Confidential Information only for the purpose of performing this Agreement or otherwise in accordance with this Agreement. Licensee shall use reasonable care, but in no event less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, to prevent the unauthorized use, disclosure, publication and dissemination of Confidential Information. Licensee is strictly prohibited from disassembling, decompiling, decrypting or otherwise reverse engineering any Confidential Information.

Licensee is further prohibited from disclosing any results of its use of the Software, publishing any
information about the use of the Software or releasing any data about the Software’s performance.

Licensee acknowledges that any and all confidential information contained in the Software and Documentation may be controlled by the U.S. Department of Commerce Export Administration Regulations or other requirements of the U.S. Government regulating the export of the Confidential

Information. Licensee agrees that it shall not attempt to nor actually export or re-export any Confidential Information contained therein to any country without first having obtained all necessary approvals from Licensor and any governmental regulatory agency.

9. Miscellaneous.

A. This Agreement shall be construed and interpreted, and its performance shall be governed by the laws of the United States of America and the state of New York without reference to the conflicts of law principles of any jurisdiction. Any and all legal proceedings may only be brought in the state or federal courts located in the state of New York and Licensee expressly submits to the jurisdiction of such courts and consents to extraterritorial service of process. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

B. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, then the validity and enforceability of all the remaining provisions hereof shall not be affected thereby.

C. The terms and conditions contained in this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties with respect to the subject matter.