Camnetics, Inc. License and Subscription Service Agreement

The terms and conditions that follow set forth a legal agreement between you either an individual or an entity, the end user, and Camnetics, Inc., a Wisconsin corporation with its principal place of business at 926 Autumn Woods Lane, Oregon, Wisconsin 53575 USA ("Camnetics"), relating to the computer software known as GearTeq and certain other related software modules, if applicable, for which you have paid Camnetics or Camnetics' distributor or reseller a license fee and copies of which are contained on the compact disk accompanying this Agreement (the "Software").  The term Software" includes and these terms and conditions also apply to, any updates or upgrades o the Software that you may receive from time to time under a subscription service or other support arrangement.  You should carefully read these terms and conditions BEFORE opening the case that contains the Software.  Opening the case containing the Software will signify your agreement to be bound by these terms and conditions.  If you do not agree to these terms and conditions, promptly return the unopened case containing the Software and the accompanying items (including written materials) and your money will be refunded.  This is a license agreement and not an agreement for sale. 
    
1.  Grant of License.  Camnetics grants to you a nonexclusive license to use the Software and the user documentation (the "Documentation") accompanying the Software in accordance with this Agreement.  If you have paid the license fee for a single user license, this Agreement permits you to use one copy of the Software on any single computer, provided that the Software is in use on only one computer at any time.  If you have paid the license fees for multiple licenses of the Software, then at any time you may have as many copies of the Software in use as you have licenses.  The Software is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM).  If the potential number of users of the Software exceeds the number of licenses you have purchased, then you must have a reasonable mechanism or process in place to assure that the number of computers on which the Software is running concurrently does not exceed the number of licenses purchased.  At the time of registration (see Section 9 below) you must inform us of the maximum number of potential users of the licenses you purchase.  We recommend you also inform us of the names of all potential users so that we can notify them of upcoming updates and other pertinent information.  If the Software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 80% of the time it is in use, then that person may also use the Software on a portable or home computer.  You will keep accurate and up-to-date records of the numbers and locations of all copies of the Software and will supervise and control the use of the Software in accordance with the terms of this Agreement.

2.  Ownership of the Software/Restrictions on Copying.  Camnetics or its licensors own and will retain all copyright, trademark, trade secret and other proprietary rights in and to the Software and the Documentation.  You obtain only such rights as are specifically provided in this Agreement.  You may not make any copies of all or any part of the Software or Documentation, except that you may (i) make copies of the Software solely for backup or archival purposes or (ii) transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes, and, (iii) if you are entitled to use the Software on a home or portable computer as set forth in Article 1, you may make one copy of the Software solely for such use.  You may not remove from the Software or Documentation any copyright or other proprietary rights notice or any disclaimer, and you shall reproduce on all copies of the Software made in accordance with this Agreement, all such notices and disclaimers.  

3.  Other Restrictions on Use/Proprietary Information and Confidentiality.  This Agreement is your proof of license to exercise the rights granted herein and must be retained by you.  You may not use any portion of the Software separately from or independently of the Software and other than for your normal business purposes.  You may not sell, license, sublicense, assign, lease or rent the Software or the license granted by this Agreement without the prior written permission of Camnetics.  You may not modify or make works derivative of the Software and you may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except in accordance with Article 8 below, if applicable.  The Software, the Documentation and all other materials and information supplied in connection with the Software contain and consist of confidential trade secret information of Camnetics and its licensors (all of the foregoing being collectively referred to in this Agreement as "Proprietary Information").  You will not make Proprietary Information available in any form to any third party without the prior written consent of Camnetics.  You will take at least the same precautions to protect the confidentiality of the Proprietary Information as you take to protect your own confidential information of like importance (and in any case, not less than reasonable care), and you will disclose the Proprietary Information only to those of your employees or agents with a need to know or as required by law.  The Proprietary Information shall not include any information which is or hereafter, through no fault of yours, becomes public knowledge.   

4.  SUBSCRIPTION SERVICE.  If you subscribe to subscription service for the copy of the Software you have licensed hereunder by paying the fee therefor, you will be entitled to receive for such copy: 24 hour by 7 day/week on-line web access to "down-load" priority updates to the Software; all major upgrades for the Software released during the subscription period; and telephone support services from an Authorized Camnetics Reseller.   The term of this service runs for one year from the first day of the month following the date you ordered subscription service.  It shall automatically renew from year to year unless one party notifies the other party in writing of its desire not to renew the term, at least 30 days prior to the end of a term.

5.  Term:  The license granted herein will continue until Camnetics provides written consent to assignment or transfer of the license or until the license is terminated in accordance with this Article 5.  Camnetics may terminate the license granted herein immediately upon written notice to you (i) for justified cause, including without limitation breach of any provision of Article 2 or 3 of this Agreement, or (ii) if you breach any provision of this Agreement and fail to cure such breach within fifteen (15) days of notice thereof.  Upon the termination of the license, you will promptly return to Camnetics or destroy all copies of the Software and Documentation covered by the license as instructed by Camnetics.  The provisions of Articles 2, 3, 5 and 7 of this Agreement shall survive any termination of this Agreement.

6.  Responsibility for Selection and Use of Software:  You are responsible for the supervision, management and control of the use of the Software, and output of the Software, including, but not limited to:  (1) selection of the Software to achieve your intended results; (2) determining the appropriate uses of the Software and the output of the Software in your business; (3) establishing adequate independent procedures for testing the accuracy of the Software and any output; and (4) establishing adequate backup to prevent the loss of data in the event of a Software malfunction.

7.  Limited Warranty, Exceptions & Disclaimers

a. Limited Warranty.  Camnetics warrants that the Software will be free of defects in materials and workmanship and will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of receipt by you.  Camnetics also warrants that any services it provides from time to time will be performed in a workmanlike manner in accordance with reasonable commercial practice.  Camnetics' entire liability and your sole remedy under this warranty shall be to use reasonable efforts to repair or replace the nonconforming media or Software or re-perform the service.  If such effort fails, Camnetics or Camnetics' distributor or reseller shall (i) refund the price you paid for the Software upon return of the nonconforming Software and a copy of your receipt or the price you paid for the service, as appropriate, or (ii) provide such other remedy as may be required by law.  Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days from the date of receipt by you, whichever is longer.

b. Exceptions.  Camnetics' limited warranty is void if breach of the warranty has resulted from (i) accident, corruption, misuse or neglect of the Software; (ii) acts or omissions by someone other than Camnetics; (iii) combination of the Software with products, material or software not provided by Camnetics or not intended for combination with the Software; or (iv) failure by you to incorporate and use all updates to the Software available from Camnetics.  Camnetics does not warrant that the Software or service will meet your requirements or that the operation of the Software will be uninterrupted or error free. 

c. Limitations on Warranties.  The express warranty set forth in this Article 7 is the only warranty given by Camnetics with respect to the Software and Documentation furnished hereunder and any service supplied from time to time; Camnetics and its licensors, to the maximum extent permitted by applicable law, make no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability and fitness for a particular purpose (except during the period of the express warranty stated above). In no event may you bring any claim, action or proceeding arising out of the warranty set forth in this Article 7 more than one year after the date on which the breach of warranty occurred. 
 
d. Limitations on Liability.  Except as required under local law, the liability of Camnetics and its licensors, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with the Software or Documentation furnished hereunder and any service supplied from time to time shall not exceed the license fee you paid for the Software or any fee you paid for the service.  In no event shall Camnetics or its licensors be liable for special, indirect, incidental, punitive or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits, loss of goodwill or loss of business) arising out of or in connection with the use of or inability to use the Software or Documentation furnished hereunder and any service supplied from time to time, even if Camnetics or its licensors have been advised of the possibility of such damages.  Notwithstanding the foregoing, in no event shall Camnetics' liability be limited in the case of death or personal injury arising as a result of the negligence or willful misconduct of Camnetics.

8.  European Software Directive.  If the provisions of the Council of European Communities Directive of May 14, 1991 on the Legal Protection of Computer Programs as implemented in applicable national legislation (the "Software Directive") apply to your use of the Software, and you wish to obtain the information necessary to achieve interoperability of an independently created computer program with the Software as permitted under Article 6 of the Software Directive ("Interoperability Information"), you must notify Camnetics in writing, specifying the nature of the Interoperability Information you need and the purpose for which it will be used.  If Camnetics reasonably determines that you are entitled to such Interoperability Information under the Software Directive, Camnetics shall, at its option, either (i) provide such Interoperability Information to you, or (ii) allow you to reverse engineer the Software, within the limits and for the purposes prescribed by the Software Directive, solely to the extent indispensable to obtain such Interoperability Information.  If Camnetics elects clause (i), you will provide any information and assistance reasonably requested by Camnetics to enable Camnetics to perform clause (i), and Camnetics may charge you a reasonable fee for making available the requested Interoperability Information, unless such a fee is prohibited under the Software Directive.

9.  General Provisions:  You acknowledge that the Software and the Documentation may be subject to the export control laws of the United States and agree not to export or re-export the Software or the Documentation without the appropriate United States or foreign government licenses and the written approval of Camnetics and its licensors.  This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of The State of Wisconsin without regard to the United Nations Convention on Contracts for the International Sale of Goods and will be deemed a contract under seal. The English language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect.

You further agree that this Agreement is the complete and exclusive statement of your agreement with Camnetics relating to the Software and subscription service and supersedes any other agreement, oral or written, or any other communications between you and Camnetics relating to the Software and subscription service; provided, however, that this Agreement shall not supersede the terms of any signed agreement between you and Camnetics relating to the Software and subscription service.

