SOFTWARE LICENSING AGREEMENT


1. NOTICE. KLOOGE, INC. ("KLOOGE.INC") IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING. BY CLICKING ON THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS KLOOGE.INC IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD CLICK ON THE "I DO NOT ACCEPT" BUTTON TO EXIT.

2. Ownership and License. This is a license agreement and NOT an agreement for sale. kLoOge.inc continues to own the copy of this Software contained in this package and all other copies that you are authorized by this Agreement to make (the "Software"). Your rights to use the Software are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of kLoOge.inc’s rights under U.S. Copyright law or any other federal or state laws or the Copyright laws or any other applicable laws of other nations.

3. Permitted Uses. You are granted the following rights to the Software:

4. Prohibited Uses. You may not, without written permission from kLoOge.inc:

5. Limited Warranty. We make the following limited warranties, for a period of ninety (90) days from the date you acquired the Software from kLoOge.inc or its authorized dealer:

6. Charges and Taxes. kLoOge.inc does not give refunds or credits for charges already due or paid. If any authority imposes a duty, tax, levy or fee, excluding those based on kLoOge.inc’s net income, upon the Software supplied by kLoOge.inc under this Agreement, then you agree to pay that amount as kLoOge.inc specifies or supply exemption documentation.

7. Limitation of Liability. kLoOge.inc’s liability to you for any losses shall be limited to direct damages, and shall not exceed the amount you originally paid for this Software. In no event will kLoOge.inc be liable for any special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if kLoOge.inc, or its reseller, has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8. United States Government Restricted Rights. The enclosed Software and documentation are provided with Restricted Rights. Use, duplication or disclosures by the U.S. Government or any agency or instrumentality thereof is subject to restrictions as set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 C.F.R. 252.227-7013, or in subdivision (c)(1) and (2) of the Commercial Computer Software - Restricted Rights Clause at 48 C.F.R. 52-227-19, as applicable. Contractor Manufacturer is Klooge, Inc., 2312 Kingston Drive, Wheaton, IL  60187.

9. Export Controls. You agree that you will not directly or indirectly transfer the Software or documentation to any country where such transfer would be prohibited by the U.S. Export Administration Act and the regulations issued thereunder.

10. Termination. This license and your right to use this Software automatically terminates if you fail to comply with any provisions of this Agreement, destroy the copies of the Software in your possession, or voluntarily return the Software to kLoOge.inc. Upon termination you will destroy all copies of the Software and documentation.

11. Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the substantive laws of the state of Delaware. This is the entire agreement between you and kLoOge.inc relating to the contents of this package, and supersedes any prior purchase order, communications, advertising or representation concerning the contents of this package. No change or modification of this Agreement will be valid unless it is in writing and is signed by kLoOge.inc. The governing language of this agreement shall be English.