Software License Agreement and Limited Warranty

Notice to user:
Please read this License Carefully. This is a legal agreement between SmartWin Technology Pty. Ltd. (Australia, ABN: 89 088 513 731) or an authorized dealer/reseller/licensor of SmartWin Technology ("Vendor"), and the end user ("Licensee"). SmartWin Technology or the authorized dealer/reseller/licensor licenses the enclosed software and documentation to the original individual customer for use only on the terms described in this License Agreement (this "License"). Opening the enclosed CD/Disk envelope and / or using the Software indicates that the end user accepts and agrees to comply with these terms. 

1.	GRANT OF LICENSES
(a) Vendor hereby grants to Licensee a non-exclusive, nontransferable, license (without the ability to sublicense) to use this product and make one copy of the Software in machine-readable form for backup purposes.

(b) Vendor retains title to the Software in all forms whatsoever.

(c) Vendor reserves all rights not expressly granted herein.

2. LICENSE FEES
This license shall have no force or effect unless and until Licensee shall have submitted to Vendor all applicable license fees in full. All such fees are exclusive of any taxes, duties, licenses, fees, excises or tariffs now or hereafter imposed on Licensee's production, licensing, sale, transportation, import, export or use of the Software or Licensee Programs, all of which shall be the responsibility of Licensee.

3. LIMITED WARRANTY
(a) Vendor warrants that for one (1) year following delivery of the Software to Licensee, the Software, unless modified in any way by Licensee, will perform substantially the functions described in any associated product documentation provided by Vendor. Vendor does not warrant that the Software will meet Licensee's specific requirements or that operation of the Software will be uninterrupted or error-free. Vendor is not responsible for any problem, including any problem that would otherwise be a breach of warranty, caused by:

•	Changes in the operating characteristics of computer hardware or computer operating systems. 
•	Interaction of the Software with software not supplied or approved by Vendor. 
•	Accident, abuse, or misapplication.

(b) Vendor’s entire liability and Licensee's sole remedy under the foregoing warranty during the warranty period is that Vendor shall, at its sole and exclusive option, either use reasonable efforts to correct any reported deviation from the relevant product documentation, replace the Software with a functionally equivalent program, or refund all license fees paid, in which case, this License shall immediately terminate. Any repaired or replaced Software will be re-warranted for an additional ninety (90) day period, unless subsequently modified by Licensee.

(c) The Above warranties are exclusive and Vendor makes no other warranties, Whether expressed or implied, including the implied warranties of merchantability, fitness for a Particular purpose, or non-infringement.

4. LIMITATION OF LIABILITY
Under no circumstances shall Vendor be liable for any incidental, special or consequential Damages, even if Vendor has been advised of the possibility of such damages.

In no event shall Vendor’s total liability to Licensee for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by Licensee for the Software.

5. BREACH AND TERMINATION
(a) This License is effective until terminated. This License may be terminated by the non-defaulting party if either party materially fails to perform or comply with this License or any provision hereof.

(b) Termination due to a breach of Section 6 shall be effective upon notice. In all other cases termination shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty (30) day period. The rights and remedies of
the parties provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement.

(c) Upon termination of this Agreement, all rights and licenses granted hereunder shall immediately terminate and all Software and other Proprietary Information of Vendor in the possession of Licensee or under its control, shall be immediately returned to Vendor. End user licenses properly granted pursuant to this Agreement and prior to termination of this Agreement shall not be diminished or abridged by the termination of this Agreement.

6. GOVERNING LAW
This Agreement is governed by Australian law and you submit to the jurisdiction of an Australian court in relation to any matter or dispute arising hereunder.

7. NOTICE TO UNITED STATES GOVERNMENT END USERS
The Software and Documentation: 

•	Was developed with no government funds. 

•	Is a trade secret of SmartWin Technology for all purposes of the Freedom of Information Act.

•	Are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, The “Commercial Computer Software” and “Commercial Computer Software Documentation” are being licensed to U.S. Government end users (i) only as “Commercial Items” and (ii) with only those rights granted to all other end users pursuant to the terms and conditions herein.

For units of the Department of Defense (DOD), this Software is sold only with "Restricted Rights" as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFARS") 52.227-7013 (c)(1)(ii) and use, duplication or disclosure is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DF ARS 52.227-7013. Manufacturer: SmartWin Technology.

Unpublished-rights reserved under the copyright laws of Australia. SmartWin Technology Pty Ltd, P.O. Box 460, 2/67 Tranmere Avenue, Carnegie, Victoria 3163, Australia.