Usage of this software requires compliance with this license. If you do not agree to the following terms, please do not use, install, or distribute this software.

1.0 Definitions.

1.1 For the purpose of this Agreement, "Software" shall mean the software identified above, including but not limited to any updates, modifications, revisions, copies, and associated documentation provided by Incode Solutions and its licensors.

2.0 Grant of License.

2.3 All rights of any kind in the Software which are not expressly granted in this license are entirely and exclusively reserved to and by InCode Solutions and its licensors.

3.0 Restrictions.

3.1 The information contained in the Software is confidential and proprietary to InCode Solutions and its licensors, and InCode Solutions and its licensors retain title to all copyright, patent, trademark, trade secrets, and other proprietary rights embodied in or related to the Software.

3.2 THE SOFTWARE CANNOT BE MODIFIED. YOU MAY NOT DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO ACCESS THE SOURCE CODE OF THE SOFTWARE; EXCEPT AND ONLY TO THE EXTENT PERMITTED APPLICABLE LAW NOTWITHSTANDING THIS LIMITATION.

4.0 Term.

4.1 This license is effective until terminated. Failure to comply with any provision provided in this Agreement or the use of the Software in a way not authorized or permitted under this Agreement will result in an automatic termination of this license. You agree upon such termination to destroy or dispose of the Software.

5.0 Upgrades, Maintenance and Support.

5.1 During the term of this Agreement, InCode Solutions is under no obligation to provide upgrades, maintenance, or installation for the Software. InCode Solutions may provide support for the Software as governed by the documentation, and other InCode Solutions materials related to and included with the Software. InCode Solutions reserves the right to revoke or modify support provided for the Software at any time, for any or no reason.

6.0 Limited Warranty and Remedies.

6.1 THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. INCODE SOLUTIONS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

6.2 NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR A REPRESENTATION BY INCODE SOLUTIONS. THAT THE SOFTWARE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. INCODE SOLUTIONS. HEREBY EXPRESSLY DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING AS A RESULT OF OR IN CONNECTION WITH ANY CLAIM OR SUIT ALLEGING THAT THE DISTRIBUTION OR USE OF THE SOFTWARE INFRINGES THE RIGHT OF ANY THIRD PARTY.

6.3 IN NO EVENT WILL INCODE SOLUTIONS, OR ITS LICENSORS BE LIABLE FOR LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNDER ANY CAUSE OF ACTION AND REGARDLESS OF WHETHER OR NOT INCODE SOLUTIONS, OR ITS LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. IN ANY EVENT, INCODE SOLUTIONS., OR ITS LICENSORS' LIABILITY ARISING OUT OF THIS AGREEMENT, THE TERMINATION THEREOF, AND/OR THE PROVISION OF GOODS OR SERVICES HEREUNDER WILL BE LIMITED TO THE GREATER OF U.S. $1.00 OR THE AMOUNT PAID BY YOU FOR THE LICENSED SOFTWARE.

6.4 Some states do not allow the limitation or exclusion of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

6.5 This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

7.0 General.

7.1 You agree to obtain any necessary export license or other documentation prior to exportation of the Software and you shall not export the Software or the direct product thereof in violation of the U.S. or other countries' export control laws.

7.2 This Agreement will be governed by the laws of the State of California. You agree to submit to the exclusive jurisdiction of the courts in the State of California for the resolution of any dispute or claim arising out of or relating to this Agreement.

7.3 The prevailing party in any legal action arising out of this Agreement shall be entitled to reimbursement for its expenses, including court costs and reasonable attorneys' fees, in addition to any other rights and remedies such party may have.

7.4 BY USING THE SOFTWARE 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 RELATED TO THE SUBJECT MATTER HEREOF, SUPERSEDING ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND INCODE SOLUTIONS. RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.


