Semarchy End-User License Agreement Do not install or use the Software until you have read and accepted all of the license terms. Permission to use the Software is conditional upon your agreeing to the license terms. Installation or use of the Software by you will be deemed to be acceptance of the license terms. When you install the Software, the Licensor is Semarchy SAS. Acceptance will bind you to the license terms in a legally enforceable contract with Semarchy SAS. Semarchy SAS is hereinafter referred to as "Semarchy". NOW THEREFORE, in consideration of the mutual promises, covenants and conditions contained in this Agreement and other valuable and adequate consideration receipt of which is hereby acknowledged, Semarchy and Licensee agree as follows: 1. DEFINITIONS "Documentation" shall mean owner's manuals, user's manuals, installation instructions, operating instructions and other similar items regardless of storage medium that explain the capabilities of computer software or provide instructions for using computer software. "Licensee Purposes" shall mean the internal use of the Software by Licensee, but shall not include delivery or disclosure of the Software either in whole or in part to any third party or making the Software available to a third party by any means, including but not limited to, use of the Software in a remote computing service business or service bureau or other arrangement where the Software, or use thereof, may be sold, sublicensed or otherwise provided to third parties. Licensee Purposes do not include either competitive procurement or the right to have or permit third parties to use the Software for commercial purposes. "Software" shall mean Semarchy software in executable or object code format only and related Documentation as it is originally provided and as it may later be provided in the form of subsequent modifications, enhancements or releases made to it by or for Semarchy. "Third Party" shall mean any person or person, firms or corporations other than Semarchy or the Licensee, and shall include, but not be limited to, Licensee's subcontractors and agents. 2. LICENSE GRANT 2.1 Subject to the terms and conditions contained herein and subject to timely payment in full by Licensee of the applicable Software license fees as specified in Semarchy License Order Form, which terms apply, previously signed by the Licensee, Semarchy grants Licensee a non-exclusive (except as provided in Section 11), non-transferable license (without the right to sublicense) to use the Software on the Equipment for the Licensee Purposes for the term specified in the Semarchy License Order Form. If the Licensee has not previously signed a Semarchy License Order Form, Semarchy grants Licensee a non-exclusive (except as provided in Section 11), non-transferable license (without the right to sublicense) to use the Software on the Equipment for the Licensee Purposes for evaluation purposes only for the term of this Agreement. The term of this agreement is thirty (30) days, the term beginning on the day the software is downloaded. 2.2 The license grant of Section 2.1 is subject to the following terms and conditions: 2.2.1 This Software and the accompanying written materials are protected by the copyright laws of France, the United States and International treaties. Unauthorized copying of the Software, including Software that has been modified, merged, or included with other software, or of the written materials, is expressly forbidden. Subject to these restrictions, Licensee shall have the right to make one copy of the Software only as necessary for internal archival purposes. Semarchy' copyright notices must be reproduced and included on any such backup copies. 2.2.2 Licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software. 2.2.3 Licensee shall not rent, electronically distribute, or timeshare the Software or market the Software by interactive cable or remote processing services or otherwise distribute the Software other than as specified in this Agreement. 2.2.4 Licensee shall not use a single licensed copy of the Software for use on multiple Equipment. If Licensee operates the Software on multiple Equipment, then Licensee must use a separate licensed copy of Software for use with each of said multiple Equipment. 3. REPORTS, RECORDS AND INSPECTIONS Licensee shall at all times maintain adequate records specifically identifying the Software licensed hereunder, the location of each copy thereof, the location and configuration of the Equipment on which the Software is installed, and the license fee and license support fees due hereunder. Such records shall be available for inspection by Semarchy during regular business hours upon reasonable advance notice for the purposes of enforcement of the terms and conditions of this Agreement. Semarchy shall be granted reasonable access, during regular business hours to Licensee's premises as necessary to audit compliance with this Agreement. 4. TECHNICAL SUPPORT 4.1 Semarchy shall provide Licensee with one copy of the Documentation to accompany each licensed copy of the Software. 5. CONFIDENTIALITY The Licensee acknowledges that any publication or disclosure of the Software to any Third Party may cause immediate and irreparable harm to Semarchy. Licensee, therefore, covenants and agrees that it will at all times hereafter (notwithstanding that this Agreement shall have terminated or expired) take all reasonable steps to keep secret and confidential the Software and all technical information relating to the Software communicated to it by Semarchy, and will not use, except as licensed hereunder, nor divulge to any Third Party, the Software or any of said technical information relating to the Software. Licensee agrees that it will inform each of its officers and employees who receive access to the Software or any technical information relating to the Software of the provisions of this Agreement. Any information which Licensee can show by written record was in its possession prior to its disclosure by Semarchy to Licensee, or which is a part of the public knowledge or literature or shall become part of the public knowledge or literature from a source other than Licensee, either directly or indirectly, shall not be subject to the provisions of this Section 5. Information, which shall become available to Licensee legitimately and lawfully from a Third Party shall be released from the provisions of this Section 5 to the extent necessary to permit such use and disclosure as are permitted by such Third Party. Licensee acknowledges that the Software is secret and proprietary and that its use and disclosure is restricted by the terms of this Agreement. The provisions of this Section 5 shall survive any cancellation or termination of this Agreement. 6. WARRANTY 6.1 Semarchy warrants that for a period of ninety (90) days commencing five (5) days after shipment from Semarchy, the Software shall perform the functions described in the Documentation provided by Semarchy when operated on the Equipment in accordance with the terms and conditions of this Agreement. Licensee's exclusive remedy and Semarchy' sole liability arising from or connected with this warranty shall be repair or replacement of the Software, at Semarchy' sole discretion. 6.2 If the Licensee discovers an error in the coding or logic of the Software as delivered to Licensee, which prevents the Software from meeting this warranty, the Licensee shall deliver to Semarchy its analysis thereof accompanied by complete data listings and samples run exhibiting the error. Upon receipt of the specified data, Semarchy will use reasonable efforts to respond by providing an updated version of the materials originally supplied, by suggesting operational changes by the Licensee, or suggesting procedures for avoiding the apparent problem, provided such procedures enable the Software to perform substantially in accordance with the Documentation pertaining thereto. The Licensee shall at its own expense and cost, assist Semarchy in the diagnosis and correction of program problems as Semarchy may reasonably require. 6.3 Semarchy' warranty shall not extend to non-conformities or defects in the Software that result from (1) Licensee's failure to implement all updates issued by Semarchy during the warranty period; (2) modifications made by Licensee to its operating system or environment that adversely affects the Software; (3) any alterations, modifications or additions to the Software not performed by Semarchy; (4) failure by Licensee to maintain proper environmental conditions for the computer system; (5) hardware equipment error or operating system software error; or (6) interaction with software not provided by Semarchy. 6.4 SEMARCHY DOES NOT WARRANT THAT THE SOFTWARE WILL RUN PROPERLY ON ALL HARDWARE, THAT THE SOFTWARE WILL MEET REQUIREMENTS OF THE LICENSEE OR OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. 6.5 EXCEPT AS SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE OR TECHNICAL ASSISTANCE PROVIDED BY SEMARCHY PURSUANT TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE, THE STATED WARRANTIES ARE IN LIEU OF ALL OTHER OBLIGATIONS OR PERFORMANCE LIABILITES ARISING OUT OF OR IN CONJUNCTION WITH THE PROVISION OF THE SOFTWARE AND TECHNICAL ASSISTANCE PROVIDED BY SEMARCHY UNDER THIS AGREEMENT. . NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF PRODUCTS, WHETHER MADE BY SEMARCHY EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY SEMARCHY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SEMARCHY WHATSOEVER. 7. PATENT/COPYRIGHT INDEMNIFICATION 7.1 Semarchy shall, at its own expense, defend any suit or proceeding brought against Licensee based on an allegation that the Software or any part thereof licensed hereunder, or the use thereof for the licensed purpose stated in Section 2 above, constitutes an infringement of any claim of any United States or European patent or copyright, provided that Licensee promptly notifies Semarchy in writing. Semarchy shall (a) pay all damages and costs (including reasonable attorneys' fees) award in any suit or proceeding, and (b) indemnify Licensee against any expenses incurred by Licensee in providing information and assistance to Semarchy for the defense of said suit or proceeding. 7.2 If the Software or any part thereof, as a result of any suit or proceeding so defended, is held to constitute infringement of any United States or European patent or copyright, and its use by Licensee is enjoined, Semarchy shall, at its option, at no cost to Licensee either (a) procure for Licensee the right to continue using said Software, or (b) terminate this license and refund the applicable license fees paid less a reasonable sum for prior use. 7.3 These provisions of this Section 7 shall not apply to the extent that the Software is modified by Licensee or combined with other software or equipment to the extent such suit or proceeding is brought against Licensee by reason of said modification or combination. These provisions are subject to the additional conditions that (a) Semarchy is given the sole control of any such suit or proceeding and all negotiations for its settlement or compromise and (b) such claim or proceeding arising from Semarchy' latest version of the Software as provided to Licensee prior to the time or times of the alleged infringement. 7.4 Notwithstanding anything herein to the contrary, should the Software or any portion thereof become, or in Semarchy' reasonable opinion be likely to become, the subject of a claim of infringement of any patent or copyright, Semarchy, at its option and expense, may either (a) procure the right for Licensee to continue using the Software, (b) replace or modify the Software so that it becomes non-infringing but still meets the applicable specifications, or (c) terminate this license and refund to Licensee the applicable license fees previously paid less a reasonable fee for prior use. 7.5 The foregoing states the entire liability of Semarchy with respect to infringement of patents and copyrights, and, further, such liability is subject to the limitations of Section 12.3. 8. INDEMNIFICATION BY LICENSEE 8.1 Except as provided in Section 8.2, Licensee agrees to indemnify and hold harmless Semarchy from any and all loss, liability and expense (including reasonable attorneys' fees and court costs) incurred by Semarchy as a result of any claim, demand or action regarding claims which may arise from any use or distribution, whether authorized or unauthorized, of the Software by the Licensee. Licensee shall have the sole responsibility of complying with all federal and state laws and regulations and shall indemnify and hold Semarchy harmless for all claims, demands, damages, costs, fines, penalties, attorney's fees, and all other expenses arising from any violations of such laws or regulations. 8.2 The indemnity of Section 8.1 shall not apply to claims based on an allegation that the Software or any part thereof or the use thereof for the licensed purpose constitute an infringement of any claim of any United States or European patent or copyright, unless such claim is based upon Licensee's modification of the Software or combination of the Software with other software or equipment. 9. ASSIGNMENT Semarchy may assign or otherwise transfer its rights and obligations hereunder to any parent or subsidiary corporation of Semarchy or to any purchaser of any business of Semarchy related to the Software which agrees to assume the obligations of Semarchy hereunder. Licensee shall not have the right to sell, sublicense, or otherwise distribute the Software to third parties or to assign its rights hereunder without the prior written consent of Semarchy. Such consent may be withheld at Semarchy' sole discretion. Any assignment without such prior written consent shall be void. 10. TITLE The Software (including any modifications, enhancements or derivative works) and any and all partial or complete copies are and shall remain the sole property of Semarchy. In no event shall any term of this Agreement be construed to require the transfer of title to Licensee of any of Semarchy' Software. 11. TERM AND TERMINATION 11.1 The license grant in Section 2.1 herein is for the term of 30 days from the date of the software is downloaded unless (a) terminated in accordance with this Section 11 or Section 7 and (b) the Licensee has previously signed a Semarchy License Order Form, which terms apply, and paid in full the applicable Software license fees as specified in Semarchy License Order Form. 11.2 In the event of any default or failure by Licensee to make the license fee payment or reports herein specified when due or to comply with any of the terms, covenants or provisions of this Agreement, Semarchy may give written notice of such default to Licensee and Licensee shall have thirty (30) days after the date of such notice within which to correct such default. If such default is not corrected within said thirty (30) day period, Semarchy shall have the right, at its option to cancel and terminate this entire Agreement. 11.3 Semarchy shall have the right, at its option, to cancel and terminate this entire Agreement in the event that Licensee shall become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its business or in the event that Licensee shall discontinue business for any reason. 11.4 Termination of this Agreement under any provisions of this Section 11 or Section 7 shall not thereby release Licensee from any liability or obligations to Semarchy, which accrued on or prior to the date of such termination and shall not terminate Licensee's obligations under Section 5, CONFIDENTIALITY. 11.5 Nothing contained in this Agreement shall limit any remedies, which Semarchy may have for default by Licensee. Licensee understands and acknowledges that this Agreement creates a confidential relationship between the parties upon which Semarchy is relying, and that violation of Licensee's obligations pursuant to this Agreement may cause Semarchy irreparable harm and damage, which may not be recovered at law. Licensee agrees that Semarchy' remedies for breach of the terms of this Agreement shall include injunctive relief and any other relief available, whether at law or in equity. 11.6 Within ten (10) days after termination of the Agreement in accordance with Section 7, Section 11.2 or Section 11.3, Licensee shall certify, in writing, that all copies of the Software in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials, have been purged and either destroyed or returned to Semarchy. 12. LIMITATION OF LIABILITY 12.1 Semarchy, its officers, agents, employees or insurers shall in no event be liable, in contract, tort or otherwise (including negligence, warranty, indemnity, or strict liability), for any special, speculative, indirect, incidental or consequential damages, including specifically but without limitation, computer costs, loss of profits or revenue, loss of full or partial use of any equipment, losses by reason of operation of any equipment or facility at less than rated capacity, cost of replacement power, cost of capital, loss of goodwill, claims of customers, governmental entities or other third parties, damage to property or equipment, or similar damages, even if Semarchy has been advised of the possibility of such damage or loss, resulting from or in any way connected with the use of the Software. 12.2 Licensee's remedies in this Agreement are exclusive. 12.3 Notwithstanding anything in this Agreement to the contrary, the total liability of Semarchy and its employees, in contract, tort, or otherwise (including negligence, warranty, indemnity, and strict liability) for breach or performance of the contract shall be limited to the total amount of the license fee and total support fees actually paid to Semarchy by Licensee. 13. APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of France, without giving effect to its internal principals of conflict of laws. Any amendment or modification of this Agreement shall be in writing and signed by a duly authorized representative of each party hereto. 14. SEVERABILITY AND REFORMATION If any provision of this Agreement is held invalid, such invalidity shall not affect other provisions or application of the Agreement which can be given effect without the invalid provision or application, and to this end of the provisions of this Agreement are declared to be severable. If such invalidity becomes known or apparent to Semarchy and Licensee, Semarchy and Licensee agree to negotiate promptly in good faith in an attempt to make appropriate changes and adjustments to achieve as closely as possible consistent with applicable law, the intent and spirit of such involved provision. 15. THIRD PARTY SOFTWARE Licensee acknowledges that the Software may include or incorporate software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, Licensee further agrees to the following: (a) title to any third party software incorporated in the Software shall remain with the third party which supplied same; (b) as to that portion of the Software which originates with third party vendors, Licensee acknowledges that such vendors have made no representations, warranties, guarantees or indemnities to the Licensee by virtue of incorporation of the vendor's products into the Software; (c) as to that portion of the Software obtained from third party vendors, Licensee acknowledges that it shall be responsible to such vendors for any uncured material breach by Licensee of any of its obligations as set forth herein which are applicable to that portion of the Software originating with such vendors, and to this extent, such vendors shall be third party beneficiaries to this Agreement. 16. ENTIRE AGREEMENT Except for any terms or provisions relating to the maintenance of the Software, this Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all proposals, oral or written, and all communications between the parties relating thereto. The terms and conditions of this Agreement shall prevail, notwithstanding any variance with any purchase order or other written instrument submitted by Licensee and Semarchy hereby gives notice of objection to terms and conditions on said purchase order or written instrument additional to or at variance with the terms and conditions hereof. This Agreement may be modified only by a written document signed by each party. Notice The product ships with the following third party software bundles. Please make sure to read every license agreement carefully: Apache Foundation Libraries (Commons, HTTP, POI, CXF, Web Services, XML-Commons, Santuario, Tika, LDAP API, Lucene) under Apache License 2.0 Eclipse Foundation Libraries under Eclipse Public License 1.0 Groovy Libraries under Apache License 2.0 ASM under ASM License Google Guava under Apache License 2.0 Libphonenumber under Apache License 2.0 Json Libraries under Apache License 2.0 OPS4J Libraries under Apache License 2.0 Terracotta Quartz Libraries under Apache License 2.0 WSDL4J under Common Public License 1.0. Other Software (AntLR, dnsjava) Libraries under BSD License All third party software components under the above license terms are copyright of their respective owners.