Licence agreement

 PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING CALIOPE SOFTWARE.

BY USING THE PRODUCT YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE PRODUCT, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR DO NOT DOWNLOAD THE PRODUCT.

Single User License Grant: Caliope BV (“Caliope”) and its suppliers grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the Caliope software (“Software”). Multiple-Users License Grant: Caliope BV (“Caliope”) and its suppliers grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the Caliope software (“Software”):

(i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee (“Permitted Number of Computers”); or

(ii) provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes:

(a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or

(b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Users or Computers.

Customer may only use the programs contained in the Software

(i) for which Customer has paid a license fee (or in the case of an evaluation copy, those programs Customer is authorized to evaluate) and

(ii) for which Customer has received a product authorization key (“PAK”). Customer grants to Caliope or its independent accountants the right to examine its books, records and accounts during Customer’s normal business hours to verify compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to Caliope the appropriate licensee fee for the additional computers or users. At Caliope’s option, Caliope may terminate this license for failure to pay the required license fee.

EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.

Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Caliope. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Caliope. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Caliope.

LIMITED WARRANTY. Caliope warrants that for a period of ninety (90) days from the date of shipment from Caliope:

(i) the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer’s exclusive remedy and the entire liability of Caliope and its suppliers under this limited warranty will be, at Caliope or its service center’s option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer. In no event does Caliope warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. This warranty does not apply if the software

(a) has been altered, except by Caliope,

(b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Caliope,

(c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident.

DISCLAIMER.  EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL CALIOPE OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF CALIOPE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall Caliope’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Caliope does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.

This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Caliope if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software.

This License shall be governed by and construed in accordance with the laws of the The Netherlands. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect.

This License constitutes the entire License between the parties with respect to the use of the Software.