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Elipse Software - Software Agreement

INSTALLATION NOTICE: THIS IS A CONTRACT. BEFORE YOU DOWNLOAD THE SOFTWARE AND/OR COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING THE SOFTWARE AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON TO CANCEL THE INSTALLATION PROCESS, DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS OF RECEIPT OF THE SOFTWARE (INCLUDING ALL ACCOMPANYING WRITTEN MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE YOU OBTAINED THEM.

1.GRANT OF USE: In consideration of payment of the applicable fees, Elipse Software is willing to provide you with a limited, non-exclusive right to use the Software, but only pursuant to the terms and conditions of this Agreement. This Agreement grants you the right to install and use one copy of the Software on a single computer in your workplace.

2.COPYRIGHTS: The Software is owned by Elipse Software or its suppliers and is protected by applicable copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material. You may, however, copy the Software solely for backup or archival purposes. All rights not expressly granted to you in this Agreement are reserved to Elipse Software.

3.OTHER RESTRICTIONS: You may not: (i) reverse engineer, decompile, or disassemble the Software; (ii) lease or rent the Software; (iii) directly or indirectly, export, re-export, download, or ship the Software in violation of the laws and regulations of the U.S.A. and the laws and regulations of the applicable jurisdiction in which you use or are downloading the Software. You may however transfer the Software to a third party, provided that you notify Elipse Software in writing of such transfer (including the name and location of such third party), such third party accepts the terms and conditions of this Agreement, and after such transfer you do not retain any copies of the Software (including all Upgrades that you may have received) nor retain any of the written materials accompanying the Software.

4.SOFTWARE/HARDWARE KEY: You acknowledge that the Software will not function without a certain, unique software key code or hardware key. This software key code or hardware key will be furnished to you by Elipse Software and you agree that such software key code and hardware key is to be used solely with the Software for which it is provided. While Elipse Software may (in its sole discretion) provide you with the applicable key prior to receipt from you of the applicable fees, you will remain obligated to pay such fees to Elipse Software. (i) In the event of loss or theft of the hardware key, no replacement will be supplied by Elipse Software and a new copy should be purchased for the full price. (ii) Should the hardware key be damaged by its use or misuse, Elipse Software may, in its sole discretion, replace the damaged key, charging the applicable costs.

5.LIMITATION ON LIABILITY: To the maximum extent permitted by applicable law, in no event shall Elipse Software and its licensors, distributors, and suppliers (including their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the Software, any technical support services relating to the Software, or related hardware even if Elipse Software or its licensors, distributors, and suppliers has been advised of the possibility of such damages. You acknowledge that the applicable fees and prices reflect this allocation of risk.

6.WARNING: (1) ELIPSE SOFTWARE PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE SOFTWARE PRODUCTS CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT NOT LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON THE PART OF THE USER OR APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY TERMED SYSTEM FAILURES). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM ELIPSE SOFTWARE'S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION DESIGNER MAY USE ELIPSE SOFTWARE PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY ELIPSE SOFTWARE, THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF ELIPSE SOFTWARE PRODUCTS WHENEVER ELIPSE SOFTWARE PRODUCTS ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE DESIGN, PROCESS, AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION.

7.All product and company names used herein are (or may be) trademarks or trade names of their respective companies.