End User License Agreement

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT.  BY OPENING THE PACKAGE OR CLICKING ON THE "YES" BUTTON TO ACCEPT THE LICENSE AGREEMENT DURING SOFTWARE INSTALLATION, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON, AND, IF APPLICABLE, RETURN THIS PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND.

LICENSE GRANT

The package contains software ("Software") and related explanatory written materials ("Documentation"). "Software" includes any upgrades, modified versions, updates, additions and copies of the Software. "Documentation" includes printed hard-copies and on-line accessible files. "You" means the person or company who is being licensed to use the Software or Documentation. "We" and "us" means ProtoDesign, Inc.

We hereby grant you a nonexclusive license to use one copy of the Software on a single computer. A temporary license key is included in the package for invoking the Software. You may request a permanent key from us after accepting the license terms in this agreement. You may not return the package for a refund after we send you the permanent license key. All license keys shall not be tampered with by any means.

TITLE

We remain the owner of all right, title and interest in the Software and Documentation.

THINGS YOU MAY DO

You may either:

1. make one copy of the Software solely for backup or archival purposes,
2. transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes,
3. request a replacement key from us in writing for a new computer, with a limit of two key replacements per product serial number, should the original licensed computer fail and the old license key is destroyed,
4. use the software to create data files and customize source files generated by the Software to create your own programs,
5. distribute the data files and source files created and customized by you to others, provided that they are at least run-time licensees of the Software, or
6. use the Software to develop and run programs of your own or run programs written for the Software environment by others.

THINGS YOU MAY NOT DO

The Software and Documentation are protected by United States copyright laws and international treaties. You must treat the Software and Documentation like any other copyrighted material -- for example a book.

You may not:

1. copy the Documentation,
2. copy the Software except to make backup or archival copies as provided above,
3. redistribute any portion of the Software and the Documentation,
4. reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software or the license key,
5. place the Software onto a server so that it is accessible via a pubic network such as the Internet, or
6. sublicense, rent, lease or lend any portion of the Software or Documentation.

The Software licensed to degree-granting educational institutions at our educational discount are further restricted to use in connection with on-campus computing facilities that are used solely in support of classroom instruction and research activities of students and teaching faculty. The right to use the Software for commercial purposes is expressly excluded.

IF YOU DO ANY OF THE FOREGOING, YOUR LICENSE AND THIS AGREEMENT ARE AUTOMATICALLY TERMINATED. SUCH TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY CRIMINAL, CIVIL, OR OTHER REMEDIES AVAILABLE TO US.

TRANSFERS

The Software licensed to a degree-granting educational institution at our educational discount is nontransferable.

Except educational licenses, you may permanently transfer all your rights to use the Software and Documentation to another person or legal entity provided you destroy the license key and transfer this Agreement, the Software and Documentation, including all copies, update and prior versions to such person or entity and that you retain no copies, including copies stored on computer. You must at the same time notify us the name and address of the transferee. The transferee may request a new key from us in writing only after we receive such notification from you. The transferee have a limit of one time license key replacement should the licensed computer fail and the old license key is destroyed.

LIMITED WARRANTY

We warrant that for a period of thirty (30) days after delivery of this copy of the Software to you:

1. the physical media on which this copy of the Software is distributed will be free from defects in materials and workmanship under normal use, and
2. the Software will perform in substantial accordance with the Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

LIMITED REMEDY

Our entire liability and your exclusive remedy shall be:

1. the replacement of any disk(s) or other media not meeting our Limited Warranty which is returned to us or to an authorized Dealer or Distributor with a copy of your receipt, or
2. If we or an authorized Dealer or Distributor are unable to deliver a replacement disk(s) or other media that is free of defects in materials or workmanship, you may terminate this Agreement by returning the Software and Documentation and your money will be refunded.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS OR REVENUES, LOSS OF DATA, BUSINESS INTERRUPTION LOSS, RECOVERY OR SUBSTITUTION COSTS, OR CLAIMS BY THIRD PARTIES, OR OTHER INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE, EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. IN NO CASE SHALL OUR LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TERM AND TERMINATION

This license agreement takes effect upon your use of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to either return to us or destroy all copies of the Software and Documentation in your possession.

CONFIDENTIALITY

The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

GENERAL PROVISIONS

1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any and all prior oral or written agreements, negotiations or other dealings between us concerning the Software.
2. This license agreement may be modified only by written instrument signed by you and us.
3. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
4. This license agreement is governed by the laws of the state of Illinois.
5. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.