MANAGEABLE SOFTWARE SERVICES, INC. END USER LICENSE AGREEMENT

GRANT.  Manageable Software Services, Inc. ("MSSI") hereby grants you a nonexclusive license to download and use the accompanying client software product (the "SOFTWARE") for the purpose of listing, categorizing, and assessing the computer software on your computer, free of charge subject to the following conditions:  

You may:  (i) copy the SOFTWARE for archival purposes, provided any copy must contain all of the original SOFTWARE's proprietary notices; (ii) install and use the SOFTWARE on any computer owned by you subject to the terms and conditions of this LICENSE; (iii) install and use the SOFTWARE on a network, provided that each person accessing the SOFTWARE through the network agrees to the terms of this LICENSE; and (iv) distribute the SOFTWARE according to the DISTRIBUTION section of this LICENSE.

You may not:  (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the SOFTWARE; (ii) copy (except for archival purposes as set forth above), rent, lease, distribute, transfer or otherwise transfer rights to the SOFTWARE except for as set forth in the DISTRIBUTION section of this LICENSE; or (iii) remove any proprietary notices or labels on the SOFTWARE.

SOFTWARE.  This license does not grant you any right to any enhancement or update.  Furthermore, this license does not grant you continued access to the SOFTWARE.  MSSI can, at any time in the future, stop providing this SOFTWARE free of charge.

TITLE.  The SOFTWARE is licensed, not sold.  Title, ownership rights, and intellectual property rights in and to the SOFTWARE shall remain in MSSI and its suppliers or licensors. The SOFTWARE is protected by the copyright laws of the United States and international copyright treaties.  Title, ownership rights, and intellectual property rights in and to any software, data, or content accessed through the SOFTWARE is the property of the applicable owner and may be protected by applicable copyright or other law. This LICENSE gives you no rights to such software, data or content, except the limited license to use the SOFTWARE as described above. 

DISTRIBUTION.  MSSI authorizes distribution of the SOFTWARE only in accordance with the following conditions:  (i) this LICENSE accompany the SOFTWARE;  (ii) all program files and related documentation files that compose the SOFTWARE package are not modified in any way and are distributed as a complete package, without exception;  and (iii) the SOFTWARE not be sold or resold as part of some other inclusive package,  nor included or distributed in any commercial software packaging offer, without prior written agreement from MSSI.

DISCLAIMER OF WARRANTY.  Since the SOFTWARE is provided free of charge, the SOFTWARE is provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement.  The entire risk as to the quality and performance of the SOFTWARE is borne by you. MSSI does not warrant that the functions contained in the SOFTWARE will meet your requirements, or that the operation of the SOFTWARE will be uninterrupted or error-free, or that defects in the SOFTWARE will be corrected.  Furthermore, MSSI does not warrant or make any representations regarding the use or the results of the use of the SOFTWARE or related documentation in terms of their correctness, accuracy, reliability, or otherwise.  No oral or written information or advice given by MSSI shall create a warranty or in any way increase the scope of this warranty.  Should the SOFTWARE prove defective, you and not MSSI assume the entire cost of any service and repair.  In addition, software has inherent security limitations, and you must determine that this SOFTWARE as well as any other software which uses data generated by the SOFTWARE sufficiently meets your requirements.  This disclaimer of warranty constitutes an essential part of the agreement. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.

LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MSSI OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL MSSI BE LIABLE FOR ANY DAMAGES IN EXCESS OF $50, EVEN IF MSSI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

TERMINATION.  This LICENSE will terminate automatically if you fail to comply with the limitations described above.  MSSI reserves the right to alter and/or terminate this LICENSE and deny and/or prohibit individuals or corporations from using the SOFTWARE.  MSSI may terminate this LICENSE at any time by delivering notice to you and you may terminate this LICENSE at any time by destroying or erasing your copy of the SOFTWARE.  Upon termination of this LICENSE, you agree to destroy or erase all copies of the SOFTWARE.  In the event of termination, the TITLE, DISCLAIMER and LIMITATION OF LIABILITY sections of this LICENSE will survive.

EXPORT CONTROLS.   None of the SOFTWARE or underlying information or technology may be downloaded or otherwise exported or reexported into any country in which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.  By downloading or using the SOFTWARE, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

MISCELLANEOUS.  This LICENSE represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this LICENSE is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  This LICENSE shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. 

U.S. Government Restricted Rights.  Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer SOFTWARE clause in DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement.  

Created and produced by Manageable Software Services, Inc., 1955 Bryant Street, Palo Alto, CA  94301, (Info@manageable.com, http://www.manageable.com/).

