MemSL 4.2

EULA - End User License Agreement

Software Sensation Software License Agreement for MemSL

Important: this software license agreement is a legal agreement between you and
Software Sensation. Read it carefully before completing the installation process and using
the software. It provides a license to use the software and contains warranty information
and liability disclaimers. By installing and using the software, you are confirming your
acceptance of the software and agreeing to become bound by the terms of this agreement.
If you do not agree to be bound by these terms, then do not install the software.

1. DEFINITIONS:
a. "Software" means the above identified software, any other machine readable
materials (including, but not limited to, libraries, source files, header files, and
data files), any provided updates or error corrections, and any user manuals,
programming guides and other documentation provided to you under this
Agreement.
b. Software Sensation is the owner of all rights, including copyright and trade secret
rights, of the Software.
c. Licensee desires to obtain a license to use the Software on the terms of this
Agreement.
d. Acceptance by any person in a capacity as corporate officer, partner, agent, or in
any representative capacity shall be a warranty by the acceptor that acceptor holds
such position and that he has been authorized to execute this document on behalf
of such corporation, partnership or principal.
e. “Production” means software running in an end user environment, and/or being
used by the product supplier’s intended audience.

2. LICENSE: If the Software is (i) a Developer Version, (ii) a Trial Version, then
Section 2(a), and not Section 2(b), shall apply. If the Software is (i) a Commercial
Version, (ii) an Education Version (iii) a not for profit version or (iv) a Not For Resale
Version, then Section 2(b), and not Section 2(a), shall apply.

a. Software Sensation grants Licensee a non-exclusive, non-sublicensable, non-
transferable license to use the Software for 30 days. Licensee agrees that this
license pertains to one software developer on one computer for development and
testing. Licensee may not distribute, license, sublicense or otherwise transfer any
copy of the Software to any third party.
b. Software Sensation grants Licensee a non-exclusive, non-sublicensable, non-
transferable license to use the Software. Licensee agrees that this license pertains
to one software development group for development and testing, and/or that
software license pertains to one production software “Server” and unlimited
production software “Clients”. Licensee may make multiple copies of the
Software for use solely by Licensee and may make necessary archival and backup
copies of the Software.

3. PROPRIETARY NOTICES: All copies of the Software made by Licensee for use
by Licensee shall bear appropriate copyright notices and other proprietary notices as
provided by Software Sensation. Licensee shall not remove any copyright or other
proprietary notice from any copy of the Software, nor will Licensee allow any other
person or party to remove such notice.

4. DOCUMENTATION: Software Sensation will provide Licensee with a manual for
the use of the Software and other appropriate documentation. Licensee may copy the
manual and documentation as necessary to allow Licensee to use the Software. Licensee
may not remove any proprietary or copyright notices in or attached to the manual or
documentation. The manual and all other documentation is the property of and
proprietary to Software Sensation and may not be copied or reproduced, except as
otherwise provided in this paragraph.

5. OWNERSHIP OF SOFTWARE: Title to all intellectual property rights, including
patent, trademark, copyright and trade secret rights in the Software, the Software manual
and all documentation are and shall remain with Software Sensation.

6. ENHANCEMENTS AND MODIFICATIONS: Software Sensation may, but shall
not be obligated to, from time to time, make revisions, modifications, enhancements or
improvements to the Software. It is Software Sensations present policy, subject to
change without notice, to provide its licensees with notice of such revisions,
modifications, improvements or enhancements and to make such revised or enhanced
Software available to its licensees at Software Sensations then standard fees.

7. TERMINATION:
a. This Agreement shall terminate:
1) upon Licensees material breach of this Agreement which is not cured within
30 days after written notice of such breach is provided to Licensee;
2) upon Licensee providing Software Sensation written notice of its election to
terminate this Agreement;
3) upon Licensee filing for protection under any bankruptcy or insolvency law,
upon Licensee making a general assignment for the benefit of creditors, a
receiver being appointed for Licensee, or an involuntary petition in
bankruptcy being filed against Licensee which petition is not dismissed within
thirty (30) days.
b. Upon termination of this Agreement Licensee shall:
1) return to Software Sensation or destroy all copies of the Software in its
possession and all copies of the Software manual and all documentation for
the Software;
2) erase all copies of the Software from all storage media in its possession or
under its control; and
3) certify in writing to Software Sensation within thirty (30) days of termination
of this Agreement that all copies of the Software in Licensees possession or
control have been returned or destroyed.

8. DELIVERY OF SOFTWARE: Unless otherwise agreed in writing, Software
Sensation shall provide an object code only copy of the Software to Licensee upon
execution of this Agreement and payment of the required license fee. Software Sensation
may require payment of an additional fee if it agrees to provide a source code copy of the
Software to Licensee; however, nothing in this Agreement shall be construed to require
Software Sensation to provide a source code copy of the Software to Licensee. Licensee
in its sole discretion may refuse to provide any person or entity with a source code copy
of the Software. If source code is made available to Licensee, in no circumstances may
Licensee distribute copies of the source code of the Software to any third party without
the prior express written permission of Software Sensation.

9. COPYING:
a. Licensee shall not disassemble, de-compile or in any manner reverse engineer all
or any part of the Software without the prior express written permission of
Software Sensation, nor shall Licensee allow any third party to do so.
b. Licensee shall not allow any third party to copy the Software or any portion
thereof, except as necessary to exercise the license granted to Licensee by this
Agreement.

10. CONFIDENTIALITY: Licensee acknowledges that the Software and related
manual and documentation are the property and trade secret of Software Sensation and
that any publication or disclosure of the Software or related manual and documentation to
third parties is likely to cause immediate and irreparable harm to Software Sensation.
Licensee agrees to take reasonable steps to maintain the confidentiality of the Software,
manual and documentation. Licensee will not disclose, provide or make available the
Software, manual or documentation, in any form, to any third party, except to employees
or consultants whose access is necessary to enable Licensee to exercise its rights under
this license. Licensee shall require any employee or consultant given access to the
Software, manual or documentation to maintain the confidentiality of Software, manual
or documentation.

11. SUPPORT: Software Sensation will provide web-enabled, e-mail, telephone or on-
site support for the Software on an as needed basis. Unless otherwise agreed, Software
Sensation will charge Licensee for all support on a time plus material basis according to
its then standard rates for such support services. Software Sensation will not be obligated
to provide support for the Software more than 30 days after the date of receipt, unless
otherwise agreed by both parties in writing.

12. DISCLAIMER OF WARRANTY: You acknowledge that software may contain
Errors and is not designed or intended for use in on-line control of Aircraft, air traffic,
aircraft navigation or aircraft communications; Or in the design, construction, operation
or maintenance of any Nuclear facility ("high risk activities"). Software Sensation
Disclaims any express or implied warranty of fitness for such uses. You represent and
warrant to Software Sensation that you will not use, distribute or License the software for
high risk activities. Software is provided "as is". All express or implied conditions,
representations and Warranties, including any implied warranty of merchantability,
fitness For a particular purpose or non-infringement are disclaimed.

13. LIMITATION OF LIABILITY: To the extent not prohibited by law, in No event
will Software Sensation be liable for any lost revenue, Profit or data, or for special,
indirect, consequential, incidental or Punitive damages, however caused regardless of the
theory of Liability, arising out of or related to the use of or inability to use Software, even
if Software Sensation has been advised of the possibility of such Damages. In no event
will Software Sensations liability to you, whether in Contract, tort (including
negligence), or otherwise, be effective past 90 days after receipt and will not during the
90 days exceed the amount Paid by you for software under this agreement. The
foregoing Limitations will apply even if the above stated warranty fails of its Essential
purpose.

14. INDEMNIFICATION:
a. Software Sensation shall indemnify and hold Licensee harmless from any claim
of or liability (including reasonable attorneys fees) for infringement of any U.S.
patent, copyright, trademark or trade secret by the Software. This indemnity is
conditioned upon Licensee promptly notifying Software Sensation of any claim of
infringement or of suit and Software Sensation being permitted to fully control
any defense of such claim or suit and to fully control the negotiation and terms of
any settlement. Should Licensee be enjoined at any time from use of the Software
or should Software Sensation reasonably determine that the following is necessary
or appropriate, Software Sensation shall at its option, obtain permission for
Licensees continued use of the Software, modify the Software in a manner so as
to make it non-infringing, or procure a substantially equivalent non-infringing
computer software program for Licensee.
b. Licensee shall indemnify and hold Software Sensation harmless from any claims
or liabilities, (including reasonable attorneys fees) arising out of or related to
Licensees business, except for claims of infringement of any intellectual property
right associated with the Software. Software Sensation shall promptly notify
Licensee of any such claim or demand and Licensee shall be permitted to control
the defense or settlement of any such claim.

15. GENERAL PROVISIONS:
a. Modification: This Agreement may be modified or amended only by a written
instrument signed by all of the parties.
b. Illegality/Severability: If any term or provision of this Agreement is found by any
court or tribunal of competent jurisdiction to be invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby and each remaining
term, covenant and condition of this Agreement shall be valid and enforced to the
fullest extent permitted by law.
c. Descriptive Headings: The headings used in this Agreement are merely included
for convenience. They shall not in any manner expand or limit the rights or
obligations of any party as set forth in the body of the Agreement.
d. No Waiver (Failure to Enforce): The waiver or failure of the parties to exercise in
any respect any right provided for herein shall not be deemed a waiver of that
right and shall not prevent any party from enforcing that right at a later time.
e. Number/Gender: In construing this Agreement the singular includes the plural
and the plural includes the singular. All references to any gender in this
Agreement shall be construed as referring to the opposite gender or the neuter as
the context requires.
f. Binding on Successors: This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representative, successors and assigns of the respective
parties.
g. Governing Law/Jurisdiction: This Agreement and performance hereunder shall
be governed by the laws of the United States and the State of Arizona. All of the
parties consent to the jurisdiction and venue of the federal and state courts located
in Maricopa County, Arizona for any matter arising out of this Agreement.
h. Integration: This Agreement expresses the entire understanding of the parties
regarding its subject matter, and it supersedes and merges all prior written or oral
proposals, agreements or understandings between the parties relating to the
subject matter of this Agreement.
i. Notices: All notices required to be sent under the terms of this Agreement shall
be sent by registered mail, return receipt requested.