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:

(a) Right to Install and Use. You may use the Software from any single CD-ROM or downloaded file on one and only one compatible computer at a time. You may not under any circumstance use the Software from a single CD-ROM or downloaded file simultaneously on two or more computers. You must license an additional copy of the Software for each additional compatible computer on which you want to use the Software from a single CD-ROM or downloaded file concurrently.

(b) Right to Copy. You may copy the Software for backup and archival purposes, provided that the original, and each copy, is kept in your possession, and that your installation and use of the Software do not exceed that allowed in part (a) above.

(c) Right to Transfer. You may not lend, rent or lease this Software without the express written consent of kLoOge.inc. However, you may transfer this license to use the Software to another party on a permanent basis by transferring this copy of the Licensing Agreement, the original Software, and all documentation. Such transfer of possession terminates your license from kLoOge.inc. Such other party shall be licensed under the terms of this Agreement upon its acceptance of this Agreement by its initial use of the Software. If you transfer the Software, you must remove from your computer any copy of the Software you may have made and you may not retain any such copies of the Software for your own use.

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

(a) Use, copy, modify, merge, or transfer copies of the Software and any accompanying documents except as provided in this Agreement;

(b) Use any backup or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective;

(c) Disassemble, decompile or "unlock", reverse translate or engineer, or in any manner decode the Software for any reason; or

(d) Sublicense the Software.

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:

(a) Media. The CD-ROM(s) and documentation in this package will be free from defects in materials and workmanship under normal use. If the CD-ROM(s) or documentation fail to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge if you return the defective discs or documentation to kLoOge.inc with a dated proof of purchase.

(b) Warranty Disclaimer. kLoOge.inc does not warrant that this Software will meet your requirements or that its operation will be uninterrupted or error-free. kLoOge.inc excludes and expressly disclaims all expressed and implied warranties not stated herein, including the implied warranties of merchantability and fitness for a particular purpose. (These warranties give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusion or limitation may not apply to you. In that event such warranties are limited in duration to the warranty period. No warranties apply after that period.)

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.