IMPORTANT - READ CAREFULLY.  THIS IS A BINDING AGREEMENT BETWEEN NAGA SOFTWARE COMPANY ("NAGA") AND THE INDIVIDUAL OR BUSINESS ENTITY AUTHORIZED TO USE NAGA SOFTWARE ("YOU").  NAGA PERMITS USE OF ITS SOFTWARE ONLY ON THE TERMS OF THIS AGREEMENT.  INSTALLING OR USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS.  IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT INSTALL OR USE THE SOFTWARE, AND MAY RETURN IT TO NAGA FOR A FULL REFUND WITHIN THIRTY (30) DAYS OF RECEIPT.  CALL 503-588-7037 FOR REFUND INSTRUCTIONS.

NAGA SOFTWARE COMPANY

SOFTWARE LICENSE AGREEMENT

1.     License Grant.  Naga grants you a non-exclusive license to use the software.  Naga offers both multiple - user "floating licenses" and single-user licenses.  If you have purchased a floating license, the software may be installed on the number of computers and used by the number of users authorized in writing by Naga.  Otherwise, this license allows installation of the software on a single computer and use by a single user. 

2.        Documentation.  Documentation in printed or electronic form is subject to the same terms applicable to the software.

3.     Ownership.  Naga and its suppliers retain ownership of the software.  You may not copy, use, modify, display, sublicense, rent, or distribute the software except as permitted under this agreement.

4.     Copies and Modifications.  You may copy the software for backup purposes.  You may copy and modify the software when necessary to use the software.  You may not copy the software onto any public network.

5.     No Reverse Engineering.  You may not disassemble, decompile, reverse engineer, or decrypt the software except as may be allowed by law.

6.     Proprietary Notices.  You may not remove, change, or obscure any copyright, trademark, or other proprietary notices in the software or on any associated media.  You must include the notices in any authorized copies and modified versions.

7.     Warranty.  Naga warrants that the software will operate substantially as described in its documentation for thirty (30) days after being licensed.  Naga will replace, or at its option refund the license fee for, software that does not comply with this warranty.  To obtain replacement software or a refund, call Naga at 360-944-3194 during the warranty period.  Replacement software will be covered by this warranty for thirty (30) days after the date you receive it.  If Naga elects to provide a refund, you will be given a refund authorization number.  Refunds will be made only if you return the electronic media on which the software was delivered (without retaining any copies), with all documentation and the refund authorization number, postage paid to Naga.

8.     Limitations. 

(a)        EXCEPT AS STATED ABOVE, NAGA MAKES NO EXPRESS OR IMPLIED WARRANTIES, SUCH AS WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  Any implied warranties found to exist are limited in duration to the warranty period described above.  Although Naga believes the software to be reliable for business use, Naga does not warrant that operation of the software will be uninterrupted or error-free.

(b)        SECTION 7 STATES YOUR EXCLUSIVE REMEDY FOR SOFTWARE DEFECTS.  NAGA WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF DATA, WORK STOPPAGE, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF NAGA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  REGARDLESS OF THE THEORY OF LIABILITY, NAGA'S LIABILITY IS LIMITED TO THE LICENSE FEE YOU PAID FOR THE COPY OR COPIES OF THE SOFTWARE INVOLVED.

(c)        Any claim relating to the software must be brought within one year after the particular use of the software on which the claim is based.

9.        Responsibility for Use.  The software is provided as a tool for you to use as you see fit in your business.  You are solely responsible for understanding the limitations of the software, and for any products you design using the software.  Naga is not responsible for any errors or omissions or for the results obtained from the use of the software.  You will indemnify Naga against any loss, liability, or costs (including reasonable attorney fees at trial or in any other proceeding) incurred on account of your use of the software, including without limitation any claim for property damage, personal injury, or death relating to products you design using the software, whether or not attributable to the software's operation or design.  You acknowledge that this section is an important term of this agreement, that it permits Naga to provide the software at a reasonable price, and that Naga would not provide the software without this section.

10.  Software Lock.  The software may include a "software lock" designed to prevent unauthorized use.  YOU AGREE THAT THE SOFTWARE LOCK MAY BE INCLUDED IN THE SOFTWARE AND ACTIVATED.  You may not disable the software lock.

11.  Support.  On-line support and software upgrades are provided at no charge for an initial period specified in the documentation or in other material supplied by Naga.  Support and upgrades after the initial period are provided for a fee under a separate agreement.  Naga intends to provide software support during the useful life of the software, but is not required to do so beyond the initial period.

12.  Transfer.  You may transfer the software to a single recipient on a permanent basis provided you retain no copies of the software, you pay Naga any applicable transfer fees, and the recipient agrees in writing to the terms and conditions of this agreement.  If the software is an upgrade, any transfer must include all prior versions of the software.

13.  Termination.  Naga may terminate your license upon notice for failure to comply with any of these terms.  Upon termination, you must immediately destroy the software, together with all copies, adaptations and merged portions in any form.  You will certify under oath the extent to which you have complied with this section, at Naga's request.

14.  Export Requirements.  You may not export or re-export the software in violation of any applicable laws or regulations.

15.  U.S. Government Restricted Rights.  The software and any accompanying documentation have been developed entirely at private expense and are delivered and licensed as commercial computer software provided with "RESTRICTED RIGHTS."  Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to restrictions as set forth in this license agreement pursuant to subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at Federal Acquisition Regulations (FAR) 52.227-19 (48 C.F.R. 52.227-19), Department of Defense Federal Acquisition Regulations Supplement (DFARS) 227.7202-1 through 227.7204-4 (48 C.F.R. 227.7202-1 through 227.7202-4), or DFARS 252.227-7015 (48 CFR 252.227-7015), as applicable.  Contractor/manufacturer is Naga Software Company, 17309 NE 29th St, Vancouver, WA 98682.

16.  Professional and Business Use Only.  The software is licensed for professional and business use only.  Use of the software for personal, family, or household purposes is strictly prohibited.

17.  Taxes.  You are responsible for all taxes payable in connection with this agreement or your use or possession of copies of the software, other than taxes on Naga's income.

18.  Dispute Resolution.  Any dispute related to the software or this agreement will be exclusively settled by final and binding arbitration before a single arbitrator in Vancouver, Washington, under the CPR Rules for Non-Administered Arbitration of CPR Institute for Dispute Resolution.  The parties will be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure as in effect where arbitration occurs, limited to document production and depositions and subject to further limitation by the arbitrator to secure just and efficient resolution of the dispute.  If the amount in controversy exceeds $10,000, the arbitrator's decision will include a statement specifying in reasonable detail the basis for and computation of the award, if any.  Judgment upon the award may be entered in any court having jurisdiction.  Nothing in this section will prevent a party from resort to a court of competent jurisdiction solely to obtain injunctive relief.  You consent to nonexclusive jurisdiction of federal and state courts in Washington and waive any claim that another forum may be more convenient.

19.  Conflicts.  In case of any inconsistency between this agreement and any written agreement signed by you and Naga, the terms of the other agreement will control.

20.        Miscellaneous.  This agreement, any additional written terms signed by Naga that permit additional installation and use, and any other written agreement signed by you and Naga represent the complete agreement concerning the software.  PROVISIONS OF ANY PURCHASE ORDER OR SIMILAR DOCUMENT YOU SUBMIT WILL NOT BE BINDING ON NAGA.  If any provision is held unenforceable, the provision is to be reformed only to the extent necessary to make it enforceable and the remainder of this agreement will remain in effect.  This agreement is governed by Washington law, excluding choice-of-law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.