End User License Agreement

Thursby Software Systems, Inc. End User License Agreement

This SOFTWARE LICENSE AGREEMENT made by and between Thursby Software Systems, Inc. (hereinafter "Author") and the purchaser of the license (hereinafter "CUSTOMER"):
AUTHOR has proprietary software including documentation identified as X® (hereinafter "LICENSED PROGRAM");
Both parties hereto agree as follows:

1. GRANT
AUTHOR grants to CUSTOMER a royalty-free, non-transferable and non-exclusive license to copy and use the LICENSED PROGRAM.

2. LICENSE TERMS
CUSTOMER shall have the right to use the LICENSED PROGRAM or any portion thereof on a Computer System (hereinafter "SYSTEM") located at the CUSTOMER's site.
For this purpose, the CUSTOMER may:
a) Transfer the LICENSED PROGRAM from one computer to another provided that the LICENSED PROGRAM is used only on one computer at a time.
b) Copy the LICENSED PROGRAM for the purpose of (i) using the LICENSED PROGRAM on the SYSTEM; and (ii) for archive or emergency restart purposes.

3. COPIES
a) The CUSTOMER agrees to reproduce and include the AUTHOR's copyright notice and any other proprietary legends thereon on all copies, in whole or in part, of the LICENSED PROGRAM or any modification thereof in any form.
b) Except as provided in paragraph 2, no right to reprint or copy the LICENSED PROGRAM in whole or in part is granted.
c) Upon termination of the license herein granted, CUSTOMER shall deliver to AUTHOR or destroy all copies, including partial copies, of the LICENSED PROGRAM in whatever form in its possession.  In the event that such copies are destroyed, CUSTOMER shall certify such destruction to AUTHOR in writing within thirty (30) days of such termination or expiration.

4. Security
The CUSTOMER agrees not to disclose, provide, transfer, sublicense, or otherwise make available the LICENSED PROGRAM or any portion whatsoever, including but not limited to flow charts, logic diagrams, object codes, source codes, and technical documentation, to any person other than CUSTOMER or AUTHOR personnel without prior written approval of AUTHOR.  Furthermore, CUSTOMER agrees that it will not store on any media or otherwise use said LICENSED PROGRAM or portions thereof such that any third party through any data processing network or other means may gain access to said LICENSED PROGRAM.

5. TITLE
No title to or ownership of the LICENSED PROGRAM or any parts thereof is transferred to CUSTOMER.  CUSTOMER shall do nothing inconsistent with AUTHOR's title in the LICENSED PROGRAM.

6. WARRANTY
AUTHOR warrants that at the time of delivery of the original Software supplied to the CUSTOMER, and for a period of ninety (90) days thereafter, that the original software will perform in accordance with the specifications described in this manual.  The AUTHOR does not warrant that the Software will meet all of CUSTOMER's requirements or will operate uninterrupted or error-free.

7. TERMINATION
In the event that CUSTOMER neglects or fails to perform or observe any of its obligations under this Agreement, or if any assignment shall be made of its business for the benefit of creditors, of if a receiver, trustee in bankruptcy or similar official shall be appointed to take charge of all or part of its property, or if it is adjudged a bankrupt, AUTHOR may immediately terminate this agreement and all licenses granted hereunder.
If after repeated efforts AUTHOR is unable to make the software operate as warranted, the CUSTOMER may terminate the license(s) of X and receive a refund of the License Fee(s) paid.

8. ASSIGNMENT
This Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred by the CUSTOMER without prior written consent from AUTHOR.

9. DISCLAMER AND LIMITATION OF LIABILITY
THE CUSTOMER SHALL HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACK-UP OF ITS DATA USED IN CONNECTION WITH THE LICENSED PROGRAM.  IN NO EVENT WILL AUTHOR BE LIABLE FOR (i) SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (ii) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, RERUN TIME, INACCURATE INPUT OR WORK DELAYS, OR ANY DIRECT PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED PROGRAM, WHETHER IN ACTION, IN CONTRACT, OR TORT INCLUDING NEGLIGENCE.
THE EXTENT OF AUTHOR'S LIABILITY UNDER THIS WARRANTY SHALL BE LIMITED TO SUPPLYING AS SOON AS PRACTICABLE CODE CORRECTIONS WHICH AUTHOR DETERMINES TO BE NECESSARY, PROVIDED THAT WRITTEN NOTICE OF A CLAIMED PROBLEM IS RECEIVED BY AUTHOR WITHIN THE WARRANTY PERIOD.

10. GENERAL
This Agreement supersedes all prior agreements concerning the subject matter herein and may not be changed or terminated except by a written communication signed by the party against whom the same is sought to be enforced.  If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, such provisions or portions thereof are to that extent deemed to be omitted.

This Agreement shall be governed by the laws of the State of Texas.