The Erato version 1.3 software and its associated documentation (collectively “Product”) are subject to the terms and conditions of this Software License Agreement (“Agreement”). Accordingly, by installing the Product on your computer system, or by reading any software component of the Product, you automatically accept the Product under the terms and conditions of this Agreement and are bound thereunder. If you do not want to accept the Product under the terms and conditions of this Agreement, then destroy all originals and copies of the Product in your possession, custody or control.

1. License. Subject to the other terms and conditions of this Agreement, Egeria Design (“Egeria”) hereby grants you a personal, revocable (in accordance with Section 16), nonexclusive, nontransferable, nonsublicenseable license under Egeria’s intellectual property rights to use, reproduce and distribute copies of the Product, but only: (a) to the extent that the Product is delivered to you under this Agreement; (b) in accordance with documentation (if any) provided by Egeria in association with the Product; and (c) to the extent reasonably necessary for the sole purpose of your evaluation of the Product to determine the feasibility of entering into an additional mutually beneficial business arrangement with Egeria and for the purpose of negotiating such an arrangement, and for no other purpose whatsoever (e.g., not for the purpose of developing a similar or competitive product or service). Your license to distribute the Product is subject to the condition that you (i) distribute the Product by itself, complete and unmodified (e.g., not bundled as part of another product), (ii) do not distribute additional software intended to replace any component(s) of the Product, and (iii) only distribute the Product subject to a license agreement that protects Egeria’s interests in a manner that is no less restrictive than terms and conditions of this Agreement. You agree to defend, indemnify and hold harmless Egeria and its non-party licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys’ fees) incurred in connection with any claim, lawsuit or action by any non-party that arises or results from (a) your actual or alleged breach of a warranty or (b) your exercise of a license under this Agreement.
   
2. Environment. The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale in hazardous environments requiring fail-safe performance, such as in the design, construction, operation or maintenance of any nuclear facility, control of aircraft, aircraft navigation or communication systems, air traffic control, mass transit, direct life support machines, or weapons systems, in which the failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Egeria and its non-party licensors specifically disclaim any express or implied warranty of fitness for high risk activities. You represent, warrant and covenant that you will not use the Product for any such purpose.
   
3. Proprietary Markings. You represent, warrant and covenant that you will retain (i.e., will not remove, alter, deface, obscure or destroy) any and all proprietary and confidential notices and markings (e.g., including but not limited to Egeria’s patent, trademark, service mark, tradename and copyright notices) on all originals and copies (if any) of the Product.
   
4. Restrictions. Except as expressly provided to the contrary in Section 1, you represent, warrant and covenant that you will not (and will neither cause nor permit any non-party to) use, reproduce, prepare a derivative work based upon, make, have made, sell, lease, license, sublicense (nor offer for sale, lease, license or sublicense), import, export or otherwise distribute the Product. You represent, warrant and covenant that you will not (and will neither cause nor permit any non-party to) disassemble, decompile, decrypt, extract, reverse engineer, or time share the Product, or otherwise apply any procedure or process to the Product in order to ascertain, derive, and/or appropriate the source code or source listings for the Product or for any algorithm, process, procedure or other information contained in the Product, irrespective of reason or purpose.
   
5. Reservation of Rights. Under this Agreement, Egeria will have no obligation to perform or provide access to any service. Egeria may, in its sole discretion, add, delete or change some or all of the Product at any time. Under this Agreement, except as expressly provided to the contrary in Section 1, you receive no license, sublicense, right or immunity, either directly, indirectly, or by implication, estoppel or otherwise, under any intellectual property right of Egeria or any non-party.
   
6. Ownership. As between you and Egeria, you acknowledge and agree that Egeria is the sole owner throughout the world of all right, title and interest in and to the Product (including any copies thereof), together with all copyrights, know-how, trade secrets, patents and other proprietary rights that may cover (or be available in, or result from, or be granted pursuant to) the Product.
   
7. Legal Notices. If you receive any legal notice in relation to the Product or Egeria, then you will immediately notify Egeria about the details thereof.
   
8. Compliance. In performing its activities under this Agreement, you represent, warrant and covenant that you will comply with all laws at all times (irrespective of whether civil or criminal). Egeria will not be responsible for ensuring your compliance with such laws.
   
9. Purchase Orders. The terms and conditions of any ordering document (e.g., purchase order) that originates from you to Egeria in connection with this Agreement will not be binding on Egeria.
   
10. Audit. At Egeria’s expense, upon reasonable advance notice to you, Egeria may audit your compliance with this Agreement. If any such audit reveals that you have materially breached this Agreement, you will reimburse Egeria for its expenses incurred in conducting such audit. Egeria may engage a non-party auditor to perform such audit on Egeria’s behalf.
    
11. Costs & Expenses. Each party (i.e., you and Egeria) will bear all of its own costs and expenses in performing its activities under this Agreement, including but not limited to costs and expenses for equipment, supplies, facilities, utilities, management, employees, travel and non-party intellectual property rights. However, you will be responsible for paying taxes (including but not limited to sales, use, VAT, excise, property), levies, custom duties or other governmental charges (including but not limited to interest and penalties), if any, which might be imposed on this Agreement, or on a license or anything provided to you under this Agreement. You will reimburse and indemnify Egeria and hold it harmless for all such taxes, levies, duties and charges that Egeria is required to collect or remit to applicable authorities.
    The immediately preceding paragraph does not apply to: (a) Egeria’s property taxes, (b) Egeria’s corporate franchise taxes, (c) taxes based upon Egeria’s net income, or (d) any taxes for which you are exempt, subject however to the condition that you have furnished Egeria with a valid tax exemption certificate for such taxes.
    
12. Suggestions. Notwithstanding anything to the contrary in this Agreement or in any other agreement between the parties, to the extent that you disclose any Material to Egeria in relation to the Product (“Suggestions”), you hereby grant to Egeria an unrestricted, irrevocable, perpetual, worldwide, nonexclusive, fully paid-up, transferable license under your intellectual property rights (including under your sublicense rights) to do the Egeria Activities for any purpose.
    “Egeria Activities” means to make, use, sell, license, publish, reproduce, prepare derivative works based upon, distribute (e.g., including import and export), perform, display, advertise, market, promote, service and/or support any Suggestion and/or Egeria product (and/or any one or more of such derivative works, and/or any one or more portions thereof), and/or to offer to do so, and/or to authorize and/or sublicense (even if through multiple tiers) any one or more non-parties to do so.
    “Material” means: (a) any work of authorship, idea, procedure, process, system, method, concept, principle, discovery, invention, art, machine, manufacture, composition of matter, material, improvement, formula, pattern, device, compilation, information, list, article, code, matter, program, technique, apparatus, algorithm, design, circuitry, hardware, firmware, software, product or data, irrespective of whether patentable or copyrighted or neither; and (b) any portion, copy and extract of such Material, irrespective of its media or whether in tangible or intangible form.
    
13. Disclaimer. THE PRODUCT IS PROVIDED “AS IS.” UNLESS EXPRESSLY SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
    
14. Limitation. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EGERIA OR ITS NON-PARTY LICENSORS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (E.G., INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCT OR ACTIVITIES WITH THE PRODUCT, IRRESPECTIVE OF CAUSE OR THEORY OF LIABILITY, AND IRRESPECTIVE OF WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
15. Consideration. YOU RECOGNIZE AND HEREBY AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY & REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED-FOR BASES OF THIS AGREEMENT AND HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
    
16. Termination. This Agreement is effective until terminated. You may immediately terminate this Agreement at any time by destroying all originals and copies of the Product in your possession, custody or control. Egeria may immediately terminate this Agreement by giving you notice of such termination, and such notice may be effected by posting on Egeria’s Internet site (e.g., www.egeriadesign.com). This Agreement will immediately terminate without notice from Egeria if you fail to comply with any provision of this Agreement. Upon termination of this Agreement, your licenses from Egeria under this Agreement will be automatically revoked, and you must destroy all originals and copies of the Product in your possession, custody or control, but all other provisions of this Agreement (e.g., including your licenses to Egeria) will survive beyond such termination in accordance with their terms and conditions.
    
17. Export. You agree to comply strictly with all export, re-export and import control laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required.
    
18. Government Rights. If the Product is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government’s rights in the Product and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (“DOD”) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).
    
19. Governing Law. This Agreement will be governed by and construed and interpreted under the laws of Texas, in addition to applicable laws of the federal government of the United States, without reference to any rule of choice (or conflict) of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
    
20. Enforceability. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, then such portion will be reformed or eliminated to the minimum extent necessary for this Agreement to be enforceable and legal, and this Agreement will remain in effect in accordance with its provisions as modified by such reformation or elimination.
    
21. Non-party Components (Apache). The Product includes software components that are licensed by Egeria from the Apache Software Foundation (http://www.apache.org/). Your license to such components is not governed under this Agreement, but instead is governed under the Apache Software License, Version 1.1, which is set forth in Schedule A of this Agreement.
    
22. Non-party Components (Sun). The Product includes software components that are licensed by Egeria from Sun Microsystems, Inc. (http://www.sun.com/). Your license to such components is not governed under this Agreement, but instead is governed under the Sun Microsystems, Inc. Binary Code License Agreement, which is set forth in Schedule B of this Agreement.
    
23. Entire Agreement. This Agreement, including its accompanying terms, conditions and Schedules, constitutes the sole and exclusive terms and conditions between the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous discussions, writings, negotiations, understandings and agreements with respect thereto, and will not be amended except by a written amendment that is completely signed and delivered by authorized agents of all parties.