SOFTWARE EVALUATION LICENSE AGREEMENT MetaEdit+(R) IMPORTANT: PLEASE READ THIS CAREFULLY BEFORE INSTALLING THE SOFTWARE PACKAGE AND/OR USING THE SOFTWARE. This is a legal agreement between you, the End-user and MetaCase Consulting, from the City of Jyväskylä, Finland ("Licensor"). By installing and/or using any portion of the delivered package, you are agreeing to be bound by the terms and conditions of this agreement. If you do not agree to the terms of this agreement, you must not install the Software. All the rights and warranties governing MetaEdit+ evaluation version (hereafter referred to as the "Software") are stated in this agreement. 1 LICENSE GRANTED The Licensor grants you the temporary right to use the Software in accordance with this License Agreement for a period of thirty-one (31) days from the day you install the Software. You may use the Software in any compatible computer that you own, lease or otherwise control, provided that the Software is only used in one computer at a time. You are responsible for obtaining any further license that may be necessary to provide the computing environment required by the Software, such as the operating system license. You hereby shall agree that all rights not expressly granted herein, including without limitation copyright and any other applicable intellectual property right and title to or interest in the Software, media on which the Software is supplied, and any other material delivered with the software such as any User Manuals are and shall remain with the Licensor, or a third party, as the case may be. This Software and any other material delivered with it are owned by the Licensor, and the software as well as such material are protected by copyright laws, international treaty provisions, and all other applicable national laws of Finland. This License Agreement only gives you a limited, non- exclusive right of strictly internal use, which is revocable in accordance with this License Agreement. You agree that you will not assign, sublicense, transfer, pledge, lease, rent or share your rights under this License Agreement. Furthermore, you will not use the Software nor those metamodels or models included in the repository provided in the Software for any purpose other than for evaluating their usability for the purposes specified in the User Manual delivered with the Software, nor in any way other than as specified in the said User Manual. In particular, any use of the Software or those metamodels or models included in the repository provided in the Software for producing any new software for any commercial or internal use is strictly prohibited, and the usage of the said metamodels or models in any way other than in combination with the Software is strictly prohibited. You may not transfer your rights to a third party. 2 BACKUP PERMISSION AND REVERSE ENGINEERING PROHIBITION You may make any number of copies of the Software solely for backup or archival purposes. You must reproduce and include the copyright notice appearing on the media on which the Software is supplied on all copies of the Software. You may not copy any written or printed materials or any other material supplied with the Software. You may not reverse engineer, decompile, or disassemble (or in any similar manner examine the internals of) the Software, with the exception of examining the metamodels and models included in the repository with the metamodelling and modelling tools provided in the Software for the sole purpose of using those metamodels and models for the purposes specified in the User Manual delivered with the Software. Should you need information concerning the information interfaces of the Software necessary for evaluating the possibilities of interoperability between the Software and any other software, such information shall be provided to you upon written request within reasonable time. Such information shall be considered as material supplied with the Software for the purposes of this License Agreement, and the usage of it for any purpose other than for evaluating the possibilities of interoperability between the Software and any other software is strictly prohibited. 3 NON-DISCLOSURE The Software and any other material delivered with it shall be defined as a confidential business secret of the Licensor and treated as such. A disclosure of the Software or any other material delivered with it to a third party without a prior express written permission from the Licensor is strictly prohibited. You shall take all necessary precautions to maintain the confidentiality of the Software; these precautions shall be at least equivalent to those employed by your organisation to protect its own business secrets and other confidential information. You shall limit the access to the Software and any other material delivered with it to those of your personnel for whom such access is (a) reasonably necessary for the proper performance of their tasks and (b) in accordance with the permitted form of usage of the Software and any other material delivered with it under this License Agreement. You may not distribute the Software, any other materials delivered with it or any passwords you receive to a third party. This section shall survive any termination or expiration of this License Agreement for whichever reason. 4 WARRANTIES As the Software and any materials delivered with it have been provided for the sole purpose of evaluation, the materials and the Software are licensed "as is," and the Licensor disclaims any and all warranties, whether express or implied, including (without limitation) any express or implied warranties of usability, saleability, intellectual property non-infringement or fitness for a particular purpose. 5 LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE LICENSE FEE PAID TO THE LICENSOR FOR THE USE OF THE SOFTWARE OR U.S.$5.00. 6 SEVERABILITY AND WAIVERS Should any term or part of a term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such a declaration shall have no effect on the remaining terms or parts of terms herein. No failure to exercise, nor any delay in exercising, on the part of the Licensor, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. 7 JURISDICTION All parties will not be bound by any statements other than those included in this copy of the Agreement. This License Agreement shall be construed as under and governed in accordance with the laws of the Finland. Both parties agree that any disputes arising out of this License Agreement or its interpretation shall be finally settled in arbitration by a single arbitrator in accordance with the Rules of the Arbitration Committee of the Finnish Central Chamber of Commerce pursuant to the regulations in force. The arbitration shall be conducted in Jyväskylä, Finland. 8 CUSTOMER SERVICE AND FUTURE RELEASES The Software is not covered by any existing customer service or maintenance agreement you may have with the Licensor. This License Agreement does not entitle you to the full release or any further releases of the Software. 9 TERMINATION You may terminate this License Agreement at any time by returning the software and all other materials received to the Licensor. Otherwise this License Agreement will terminate after the thirty-one (31) day evaluation period. This License Agreement will also automatically terminate with immediate effect without any prior notice if you fail to comply with any term or condition of this License Agreement. Upon any mentioned termination you must immediately cease to use the Software in any way, return all accompanying materials and any copies of the Software that may exist to the Licensor, or destroy the Software together with all copies of the Software in any form, and inform the Licensor in writing of such destruction. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND METACASE CONSULTING AND SUPERSEDES ANY EARLIER PROPOSAL OR PRIOR ARRANGEMENT, WHETHER ORAL OR WRITTEN OR IN ANY OTHER FORM.