SATS CerbIT Free Use License Agreement

SATS TECHNOLOGIES, INC. CERBIT FREE USE LICENSE AGREEMENT "We," "us," and "our" refers to SATS Corporation. "You" and "your" refers to the individual or entity that has ordered the trail from SATS. "Software" refers to the SATS CerbIT software product which you have downloaded for use. "License" refers to your right to use the Software under the terms of this agreement. This agreement is governed by the substantive and procedural laws of California. You and SATS agree to submit to the exclusive jurisdiction of, and venue in, the courts of California in any dispute relating to this agreement. SATS IS WILLING TO LICENSE THE ACCOMPANYING BINARY SOFTWARE IN MACHINE-READABLE FORM, TOGETHER WITH ACCOMPANYING DOCUMENTATION (THE "SOFTWARE") TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS FREE USE LICENSE AGREEMENT ("AGREEMENT"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE YOU ACCESS SOFTWARE. INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS, SELECT "DECLINE" BUTTON AT THE END OF THIS AGREEMENT. 1. License to Evaluate Rights We grant you a nonexclusive, nontransferable unlimited license to use the Software only for purposes of monitoring any database and a server which runs it, but not for any other purpose. If you want to use the Software for any purpose other than as permitted under this agreement you must contact us, or a SATS reseller, to buy the appropriate license for a fee. We may audit your use of the Software. 2. Free Trial Term You will unlimited days from the delivery date to use this Software for free. Software licensed for free use purpose is provided "as is". We do not provide any warranties for this Software, while free technical assistance may be provided out of our good will and is not guarnteed. 3. Ownership and Restrictions We retain all ownership and intellectual property rights in the Software. You may not: Use the Software for any commercial or production purpose, or use the Software for any purpose except monitoring your database; remove or modify any program markings or any notice of our proprietary rights; make the Software available in any manner to any third party for use in the third party business operations; use the Software to provide third party training; assign this agreement or give or transfer the Software or an interest in it to another individual or entity; cause or permit reverse engineering or de-compilation of the Software; disclose results of any program benchmark tests without our prior consent; or, use any SATS name, trademark or logo. 4. Disclaimer of Warranty and Exclusive Remedies THE SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5. No Technical Support Our technical support organization has no obligation to provide technical support, phone support, or updates to you for the Software licensed under this Free Download agreement. 6. End of Agreement You may terminate this agreement by destroying all copies of the Software and stop using it. We have the right to terminate your right to use the Software if you fail to comply with any of the terms of this agreement, in which case you shall destroy all copies of the Software. 7. Relationship Between the Parties Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. 8. Export Regulations. All Software and technical data delivered under this Agreement are subject to current US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you. 9. U.S. Government Restricted Rights. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Governments rights in Software will be only as set forth in this Agreement; this is in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions). 10. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 11. Open Source "Open Source" software -- software available without charge for use, modification and distribution -- is often licensed under terms that require the user to make the user modifications to the Open Source software or any software that the user "combines" with the Open Source software freely available in source code form. If you use Open Source software in conjunction with the Software, you must ensure that your use does not: (i) create, or purport to create, obligations of us with respect to the SATS Software; or (ii) grant, or purport to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in the SATS Software. For example, you may not develop a software program using a SATS program and an Open Source program where such use results in a program file(s) that contains code from both the SATS program and the Open Source program (including without limitation libraries) if the Open Source program is licensed under a license that requires any "modifications" be made freely available. You also may not combine the SATS program with Software licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the SATS program or any modifications thereto to become subject to the terms of the GPL. 12. Entire Agreement You agree that this agreement is the complete agreement for the trail of SATS CERBERUS DBA PORTAL Software and this agreement supersedes all prior or contemporaneous agreements or representations. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.

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