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IREASONING INC TL1 API END USER LICENSE AGREEMENT

IREASONING INC. SOFTWARE PRODUCTS ONLY BE USED UNDER LICENSE WITH IREASONING INC. PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS LICENSE AGREEMENT, YOU MUST PROMPTLY REMOVE THE SOFTWARE FROM YOUR SYSTEM.

Licensed program: IREASONING TL1 API

NOTICE: THIS IREASONING INC. PRODUCT (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, THE "PRODUCT") IS THE PROPERTY OF IREASONING INC. ("IREASONING"). THE PRODUCT IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING THE PRODUCT. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.TXT" FILE PROVIDED WITH THE PRODUCT. IREASONING is only willing to grant you this License if you obtained the Product from IREASONING or an IREASONING authorized reseller. If you obtained the Product from any other source you may not install or use the Product.

1. Ownership. The Product is proprietary to IREASONING. The Product is licensed, not sold, to you notwithstanding any reference herein to "purchases". You acknowledge and agree that: (a) the Product is protected under U.S. copyright and other laws; (b) IREASONING and its licensors retain all copyrights and other intellectual property rights in the Product; (c) there are no implied licenses under this License, and any rights not expressly granted to you hereunder are reserved by IREASONING; (d) you acquire no ownership or other interest (other than your license rights) in or to the Product; and (e) IREASONING owns all copies of the Product, however made. You agree that you will not, at any time, contest anywhere in the world IREASONING's ownership of the Product, nor will you challenge the validity of IREASONING's rights in the Product. You have no rights hereunder to use any trademark or service mark belonging to IREASONING.

2. GRANT OF LICENSE AND SCOPE OF USE.

2.1 Grant of License. Subject to the terms and conditions of this Agreement, IREASONING grants to you a personal, nonexclusive, nontransferable and limited license to install and execute the Product on one (1) computer for use by you or, if you are an entity, one (1) person in your organization ("Named User") solely to create, compile (including byte code compile), test and deploy, in source or object code form, your own application programs and other works ("Works"). Subject to the other terms and conditions of this Agreement, you may distribute your Works to others for production use. You may also make one (1) backup copy of the Product solely to replace the original copy provided to you if the original copy is damaged or destroyed. All rights not specifically granted to you herein are retained by IREASONING.

2.2 Multiple Licensed Copies. You may purchase from IREASONING or its authorized reseller the right to make multiple copies of the Product (each, a "Licensed Copy") or the right to permit multiple Named Users to use a Licensed Copy. Such rights will be effective only when granted in writing by IREASONING or its authorized reseller and are conditioned upon your payment of the applicable fees. If you purchase the right to make multiple Licensed Copies, you are granted, for each Licensed Copy, the personal, nonexclusive, nontransferable and limited license to install and execute the Licensed Copy on one (1) computer solely as permitted under Section 2.1, subject to all the terms and conditions of this Agreement. If you purchase the right to permit multiple Named Users to use a Licensed Copy then you are granted for such Licensed Copy, the personal, nonexclusive, nontransferable and limited license to install and execute the Licensed Copy on one (1) computer solely as permitted under Section 2.1 exclusively for use by such number of Named Users, subject to all the terms and conditions of this Agreement. You agree that you will not install or execute the Product on more computers than the number Licensed Copies that IREASONING or its authorized reseller has expressly permitted you to make and you will not allow the Product to be used by more users than the number of Named Users that IREASONING or its authorized reseller has expressly permitted to use each Licensed Copy.

3. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND REDISTRIBUTABLES.

3.1 Redistributables. The Product may include certain files, libraries and/or source code specifically designated as "redistributables" by IREASONING in the accompanying printed or on-line documentation and that are necessary to use Works created using the Product ("Redistributables"). From time to time, IREASONING may designate other files as Redistributables. You should refer to the documentation, including any "readme" or "deploy" files provided with the Product, for additional information regarding Redistributables. Subject to the terms and conditions of this License, you may freely redistribute source code or compiled code that is entirely your own and does not contain any Redistributables.

3.2 Certain Restrictions. Regardless of any modifications that you make and regardless of how you might compile, link, or package your Works: (a) you may not permit your End Users to modify or further distribute Redistributables or use Redistributables in any program that they create; (b) you may not use IREASONING's or any of its suppliers' names, logos, or trademarks to market your Works, except to state descriptively that your Work was written using the Product; (c) you may not incorporate or distribute a Redistributable with a Work or other program that is generally competitive with or a substitute for the Product or the Redistributable itself; and (d) you may only distribute Redistributables with Works that add primary and substantial functionality to the Redistributables and are not merely a set or subset of any of the Redistributables, and that are created in accordance with the terms of this License.

3.3 Third Party Software. The Product, including Redistributables, may include source code, redistributable files, and/or other files provided by a third party vendor ("Third Party Product"). Since use of Third Party Product might be subject to license restrictions imposed by the third party vendor, you should refer to the on-line documentation (if any) provided with Third Party Product for any license restrictions imposed by the third party vendor. In any event, any license restrictions imposed by a third party vendor are in addition to, not in lieu of, the terms and conditions of this License.

3.4 Other Rights. Contact IREASONING for the applicable royalties due and other licensing terms for all other uses or distribution of the Redistributables.

4. Limitations. You may not: (a) modify, adapt, alter, translate, or create derivative works of the Product or merge the Product with other software other than as described in the Product's accompanying documentation or as approved of in writing by IREASONING; (b) lease, rent or loan the Product to any third party; (c) sublicense, distribute or otherwise transfer the Product or any component thereof to any third party except as expressly authorized under Section 3; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of IREASONING or its suppliers on the Product; (f) allow third parties to access or use the Product such as in a time-sharing arrangement or operate the Product as part of a service bureau or, except as expressly authorized under Sections 2 or 3, otherwise for the use or benefit of third parties; (g) reproduce or use the Product except as expressly authorized under Sections 2 or 3; or (h) disclose or publish performance benchmark results for the Product. The rights granted under this License apply only to this Product. You must procure a separate license to use other IREASONING software. Furthermore, you may not permit your End Users to conduct the restricted activities limited by items (a) through (e), (g) and (h) above insofar as they apply to Redistributables, and such End User's sublicense rights to the Redistributables are conditioned upon compliance with such limitations. The limitations in this Section 4 apply equally to your use of the Product, in whole or in part, including any component or Redistributable.

5. LIMITED WARRANTY. (a) The LICENSED PROGRAM is provided without any representations or warranties of any sort . Without limiting the foregoing, IREASONING does not warrant that any LICENSED PROGRAM will meet Customer's requirements or will be error free. (b) EXCEPT AS PROVIDED ABOVE, IREASONING MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR NONINFRINGEMENT.

6. SERVICES; UPDATES; PRODUCT CHANGES. IREASONING is not required under this License to provide any installation, training or other services to you. Such services, if available, must be purchased separately. If, pursuant to a separate support agreement or otherwise, IREASONING provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this License, unless the modification is expressly provided subject to a separate license agreement. IREASONING reserves the right at any time not to release or to discontinue release of any Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Product.

7. Export Control. You may not directly or indirectly transfer the Product, including its documentation, to any country if such transfer would be prohibited by applicable law, including the U.S. Export Administration Act and the regulations issued thereunder. You agree 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. You will be solely responsible for identifying and complying with all laws of any jurisdiction outside of the United States regarding the import, export or use of Products and technical data supplied by IREASONING. You will obtain at your own expense all licenses, permits or approvals required by any government to use the Product.

8. TERMINATION. Without prejudice to any other rights, IREASONING may terminate this agreement if you fail to comply with the terms and conditions of this agreement. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.

9. Confidentiality. The Product (including its underlying source code) and the terms of this License contain confidential information of IREASONING. You agree to hold this information in confidence, not disclose it to any person (other than your employees and individual contractors who use the Product and who have agreed to keep confidential any of IREASONING's confidential information that you provide to them), and not use it for any purpose other than the use and operation of the Product as permitted under this License. These restrictions do not apply to any information which is or becomes (through no fault of yours) publicly available. If you are required by law or order of a court or other government authority to disclose IREASONING's confidential information, then you will immediately notify IREASONING as soon as possible, but in any event prior to the disclosure, and will cooperate with IREASONING, at its expense and request, in any lawful action to contest or limit the scope of such required disclosure.

10. LIMITATION OF LIABILITY. IN NO EVENT WILL IREASONING BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF IREASONING KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IREASONING’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 10 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.

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

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