DESKPERIENCE CLIENT LICENSE AGGREGATION
Redistribution Or Rental Not Permitted

These terms apply to the software known as AQUA DESKPERIENCE:

BY INSTALLING OR USING AQUA DESKPERIENCE (THE "PRODUCT"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE" or "YOU" or "YOUR") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. 
IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. NON-COMMERCIAL USE ONLY
AQUA DESKPERIENCE is made available to you for your non-commercial use only. This means that you may use it at work or at home, to search for anything you want. But you first need to obtain DESKPERIENCE's permission if you want to sell AQUA DESKPERIENCE or any information, services, or software 
associated with or derived from it, or if you want to license, or create derivative works from the "PRODUCT".
 
2. LICENSE GRANT. 
DESKPERIENCE grants Licensee a limited, royalty-free, non-exclusive, non-sublicenseable, and non-transferable license to use the executable code version of the Product, provided any copy must contain all of the original proprietary notices.

3. RESTRICTIONS. 
Except as otherwise expressly permitted in this Agreement, Licensee may not: 
(i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product (except to the extent applicable laws specifically prohibit such restriction); 
(ii) encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product; 
(iii) use the Software for timesharing or service bureau purposes; 
(iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; 
               
4. FEES. 
There is no license fee for the Product in its demonstration version; there is a license fee for the fully-enabled version. Payment procedures are handled by Regsoft.

5. TERMINATION.
 Without prejudice to any other rights, DESKPERIENCE may, at its sole discretion, terminate this Agreement and the license granted herein at any time. Upon termination, Licensee shall destroy all copies of the Product.

6. PROPRIETARY RIGHTS. 
Title, ownership rights, and intellectual property rights in the Product shall remain in Deskperience and/or its suppliers. 
Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with DESKPERIENCE's or its suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. 
Title and related rights in the content accessed through the Product is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content.

7. DISCLAIMERS. 
DESKPERIENCE DOES NOT VERIFY THE CONTENT OF THE MATERIAL ACCESSED BY YOU THROUGH THE USE OF THE PRODUCT ("CONTENT").
THE PRODUCT AND CONTENT ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING BUT NOT LIMITED TO WARRANTIES THAT THE PRODUCT OR CONTENT ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT AND CONTENT IS BORNE BY LICENSEE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
ALTHOUGH ALL CONTENT IS BELIEVED TO BE RELIABLE, DESKPERIENCE DOES NOT GUARANTEE THE RELIABILITY, ACCURACY, COMPLETENESS, SAFETY, TIMELINESS, LEGALITY, USEFULNESS, ADEQUACY, OR SUITABILITY OF ANY CONTENT. THE CONTENT MAY BE HARMFUL, UNTIMELY, INCOMPLETE, OR INACCURATE AND, ACCORDINGLY, YOU AGREE TO EXERCISE CAUTION, DISCRETION AND COMMON SENSE WHEN USING THE CONTENT.
THE CONTENT IS NOT INTENDED TO SUBSTITUTE FOR INFORMED PROFESSIONAL ADVICE. THE LICENSEE SHOULD NOT USE THE PRODUCT OR CONTENT FOR EMERGENCY PURPOSES OR TO SEEK OR PROVIDE DIAGNOSIS OR TREATMENT OF MEDICAL, PSYCHIATRIC OR PSYCHOLOGICAL PROBLEMS, OR AS A SUBSTITUTE FOR FACE-TO-FACE PROFESSIONAL MEDICAL, PSYCHIATRIC, PSYCHOLOGICAL, TAX, LEGAL, INVESTMENT, ACCOUNTING, OR OTHER PROFESSIONAL CONSULTATION. IF YOU HAVE A MEDICAL OR PSYCHIATRIC EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU MUST USE YOUR JUDGMENT TO DETERMINE WHEN IT IS NECESSARY TO CONSULT WITH A PROVIDER WHO IS LOCAL, LICENSED IN YOUR STATE OR COUNTRY, AVAILABLE IN PERSON, OR OTHERWISE POSSESSES THE QUALITIES REQUIRED TO PROPERLY DIAGNOSE OR ADVISE YOU, ESPECIALLY IN AREAS OF EXPERTISE, SUCH AS MEDICINE, LAW, ACCOUNTING, PSYCHOLOGICAL COUNSELING, INVESTMENT, TAX, OR OTHER FINANCIAL ADVICE, REQUIRING LICENSING OR GOVERNMENT CERTIFICATION, OR FOR HIGH RISK ACTIVITIES.
DESKPERIENCE DOES NOT DIRECTLY OR INDIRECTLY PRACTICE MEDICINE OR DISPENSE MEDICAL SERVICES, NOR DOES ATOMICA PROVIDE ANY LEGAL, TAX, OR ACCOUNTING ADVICE, OR ADVICE REGARDING THE SUITABILITY OR PROFITABILITY OF A SECURITY OR INVESTMENT. 
 
8. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DESKPERIENCE, ITS LICENSORS, ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR CONTENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.  DESKPERIENCE IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. IN ADDITION, LICENSEE SHALL BE SOLELY RESPONSIBLE, AT ITS OWN EXPENSE, FOR ACQUIRING, INSTALLING, MAINTAINING AND UPDATING ALL CONNECTIVITY EQUIPMENT, HARDWARE, SOFTWARE AND OTHER EQUIPMENT AS MAY BE NECESSARY FOR IT TO USE THE PRODUCT.

9. RELEASE AND WAIVER. 
LICENSEE USES DESKPERIENCE'S SERVICES AT HIS OR HER OWN RISK. To the maximum extent permitted by applicable law, You hereby release, and waive all claims against, DESKPERIENCE and its employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every nature and kind, arising out of or in any way connected with use of the Site.

10. MISCELLANEOUS. 
(a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. 
(b) This Agreement may be amended only by a writing signed by both parties. 
(c) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of U.S.A.  
(d) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. 
(e) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. 
 (f) The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.
 (g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. 
 (h) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. 
 (i) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity. Licensor may assign this Agreement to a third party at any time. 
 (j) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. 
 (k) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. 
 (l) The relationship between DESKPERIENCE and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind DESKPERIENCE in any way. 
(m) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. 
(n) If any DESKPERIENCE professional services are being provided, then such professional services are provided pursuant to the terms of a separate Professional Services Agreement between DESKPERIENCE and Licensee. The parties acknowledge that such services are acquired independently of the Product licensed hereunder, and that provision of such services is not essential to the functionality of such Product. 
(o) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. 

11. LICENSEE OUTSIDE THE U.S. 
If Licensee is located outside the U.S., then Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Product, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.





