InfoWatch product license agreement

1.1.         “Software” means the System, accompanying documents, System Documentation, additionally ordered updates whether taken together or separately, which are legally owned by InfoWatch Corporation.

1.2.         “Computer” means equipment for which the Software is designed and/or where the System will be installed and/or used.

1.3.         “User” (or “You”) means an individual who installs or uses the software on his or her own behalf or legally owns a copy of this Software. If the Software is purchased or downloaded on behalf of any legal entity, then the “User” (“You”) term further refers to the legal entity for which this Software is downloaded or purchased and which authorized a natural person to accept this Agreement on its behalf.

1.4.         “Partners” means third parties authorized to distribute the Software on the basis of an agreement with the Copyright holder.

1.5.         “System Documentation” means all accompanying printed or other materials, the User Guide, Administration Guide, reference, help file and similar accompanying documentation, whether in print or electronic form, legally owned by InfoWatch Corporation.

2.1.         The Copyright holder hereby grants you a non-exclusive license to use the Software for purposes described in the System Documentation, provided that the technical requirements, stated in the System Documentation, and also all restrictions and conditions for the use of the System, prescribed in this Agreement, are met.

2.2.         If you have purchased, downloaded and/or installed the Software intended for trial purposes, you may use the Software only for trial purposes and only during one trial period, unless otherwise stated, starting from the date of first installation of the Software. This Software may not be used for any other purposes or beyond the trial period.

2.3.         If you use different versions of the Software or Software versions for other languages, or if you have purchased the Software on multiple media, if you otherwise received multiple copies of the Software or if you received the Software bundled with other software, the total number of your Computers where all versions of the System are installed and/or used shall correspond with the number of licenses you have obtained from the Copyright holder unless otherwise stated in the terms of license; each purchased license entitles you to install and use the System on such a number of computers and/or in respect of such a number of licensed objects as stated in Clause 2.2.

2.4.         You may create a copy of the Software provided that the copy is intended solely for back-up purposes or to replace a legally purchased copy of the Software, if such a copy is lost, destroyed or unusable. This copy may not be used for any other purposes and must be deleted if Your License to use this Software ceases to be valid.

2.5.         The User may transfer the User’s rights for this Software provided that the successor User agrees to be bound by the terms and conditions of this Agreement and with prior written consent of the Copyright holder or the Copyright holder's authorized Partner. Therewith, in terms of the use of this Software, the successor User becomes the legal successor of the current User, provided that the current User is fully substituted by the successor User (transferee) in terms of this Agreement.

2.6.         You are solely responsible for compliance with applicable export and import laws and regulations, and also applicable trade sanctions and embargo in relation to the transfer of rights and the use of this Software.

3.1.You may not decompile, disassemble, modify or create derivative works based on the Software in whole or in part, except and only to the extent that such activity is expressly permitted by applicable law.

3.2.You may not transfer the right to use the Software to any third party except as allowed by Clause 2.5.

3.3.You may not transfer or grant access to the license key to any third party in violation of this Agreement, except as allowed by Clause 2.5. The license key is confidential information. The Copyright holder reserves the right to use authentication methods to verify the authenticity of your license key.

3.4.You may not rent, lease or lend the Software or publish the results of the bench testing of the System.

3.5.The Copyright holder may block the license key upon any violation of this Agreement by User.

3.6.If you use the trial version of the Software, you may not, in any manner, give or sell the Software copy to any third party.

3.7.You may not use the Software for a purpose or in a manner not permitted or restricted by applicable Laws. You are solely responsible for any unlawful use of this Software.

3.8.3.8 If you fail to comply with any of terms of this License Agreement, the Copyright holder may at any time, without notice, terminate this License Agreement to use the Software without refunding the purchase price or any part thereof.

4.1.The Copyright holder guarantees that the Software will substantially perform according to the specifications and descriptions set forth in the System Documentation provided.

4.2.You acknowledge, accept and agree that no software is error free and You are advised to regularly back-up your files.

4.3.The Copyright holder does not provide any guarantee that the Software will operate correctly if the conditions stated in the System Documentation are violated or if the User violates the terms of this Agreement.

4.4.EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED “AS IS”. THE COPYRIGHT HOLDER AND ITS PARTNERS MAKE NO REPRESENTATION AND GIVE NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW THE COPYRIGHT HOLDER AND ITS PARTNERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR APPLICABILITY FOR A PARTICULAR PURPOSE. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COPYRIGHT HOLDER OR ITS PARTNERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY STATUTORY DUTY, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, FOR NEGLIGENCE, FOR ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, OR ARISING OUT OF ANY BREACH OF CONTRACT OR ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION, ANY STRICT LIABILITY OBLIGATION OR DUTY), OR ANY BREACH OF STATUTORY DUTY, OR ANY BREACH OF WARRANTY OF THE COPYRIGHT HOLDER OR ANY OF ITS PARTNERS, EVEN IF THE COPYRIGHT HOLDER OR ANY PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.1.Third-party technology that may be appropriate or necessary for use with this Software is specified in the System Documentation. Such third-party technology is licensed to the end-user under the terms of the third-party license agreement specified in the System Documentation. Such third-party Agreement supplements the provisions of this Agreement.

6.2.Software products included in the System are licensed for limited use and may be used only as parts of the System. When the license agreement for the Software expires, the User must stop using the Software and delete all existing copies.

The Software may include some software programs that are licensed (or sublicensed) to the User under the GNU General Public License (GPL) or other similar Open Source licenses which, among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof, and have access to the source code (“Open Source Software”). If such license requires that for any software, which is distributed to someone in an executable binary format, the source code also be made available to those users, then the source code should be made available by sending the request to the Copyright holder or be provided with the product. If any Open Source Software licenses require that the Copyright holder provide rights to use, copy or modify an Open Source Software program that are broader than the rights granted in this Agreement, then such rights shall take precedence over the rights and restrictions herein.

8.1.You agree that the Software, documentation and all other intellectual property and also the systems, ideas, trademarks, methods of operation and other information contained in the Software are proprietary intellectual property of the Copyright holder or its Partners. Except as stated herein, this Agreement does not grant to You any rights to the intellectual property including any of the Trademarks or Service Marks of the Copyright holder and/or its Partners.

8.2.You acknowledge that the source code and license key file for the Software are proprietary to the Copyright holder and/or its Partners.

8.3.You may not remove or alter any copyright notices or other proprietary notices on any copies of the Software.

InfoWatch Corporation (ZAO)

Phone/fax: +7(495)229-00-22

Sales department: IW-Global@infowatch.com

Technical support service: support@infowatch.com

Web site: www.infowatch.com